Metramegopolis, The Flying City
by The New York Bear
Summary: This story is a futuristic epic which mixes the Happy Tree Friends with a lot of original characters as they embark on a cross continental journey in the titular city to escape the enemies who would destroy them. Rating is T for now, but may change.
1. Prologue & Toothy Sounds the Alarm

**A few words before I begin: This story is a very old one. It took several years to write but is now complete. However due to its length I will only post a chapter, or a few chapters, at a time so as not to overwhelm people.**

**This story started life shortly after I first discovered the Happy Tree Friends in 2005. On the original HTF forums I went by the user name of "NYC_Tooothy_LA." When the old forums were shut down and the new ones created a few years later I started using the name "The Bear." If you want to read the whole story RIGHT NOW you can go to the current HTF forums and hunt it up there.**

**There are a lot of characters in this story, including a lot of original ones. The whole thing came to me in a dream one night in March 2005 and I began writing it shortly thereafter. It grew beyond anything I could have expected and I've decided to post it here because I'd like it to be seen by some more people.**

**You can say that the Happy Tree Friends who appear in this story are very out of character from they appear in the cartoons - and they are. I admit it. But this is the way the story showed itself to me so this is how I wrote it.**

**Standard disclaimer: I do not own any of the Happy Tree Friends. They are the property of Mondo Media. All other characters (unless specifically stated), and the story are mine.**

**I hope you enjoy my story of Metramegopolis, The Flying City, and its many colorful denizens. Thank you for reading. Please let me know how you like it.**

PROLOGUE

Like a giant, ancient dragon the city lay on the ground, piled high, level upon level, but not sprawling out over huge areas of ground. Like all cities of the After Times this last, greatest city of them all built in an upward direction rather than an outward one. Just as a dragon can pull itself into a tall, solid, reptilian ball of impenetrable armor, so was the city of Metramegopolis consolidated in one area. And in that area lived millions upon millions of souls. Though from the outside it might appear to be single armored mass, inside the city teemed with life of all kinds, both human, and non-human, which gave it the warm vibrancy not unlike the inner fires of the dragon. For the city was very like the mighty dragon both outside and in. And, like the dragon, under the proper circumstances, the city could also soar.

* * * * * * * * * * * * *

1 – TOOTHY SOUNDS THE ALARM

"It's my considered opinion" muttered Toothy as he leaned back in his chair, "that the biggest mistake we animals ever made was to evolve intellects equal to those of humans."

His companion, who was a human, looked at him from across the desk with some amusement.

"Off on that hobby horse again?" he asked., "we get along okay."

"Barry, it's nothing personal, it's just made our lives so complicated."

"And that's bad?" Barry asked; he was a young man of about fifteen, quite thin and lanky, but his appearance could be very deceiving, as the unwary often found out.

"Not always. I have nothing against living on equal terms with humans; it has advantages of course – "

" – Like you don't get hunted and eaten!"

"There is that, but on the other hand life was a lot simpler in the ancient times. In the old days a beaver like me would build his lodge, make a pond, and spend a carefree life playing in the water. We only had to worry about the three 'S's': Survival, Sustenance, and Sex!"

"What's different?" asked Barry with a smile, "it's on a larger scale now – "

"Also" interrupted Toothy, "we never mixed in with human affairs. If you made trouble amongst yourselves, it wasn't anything to us."

"It sounds like you don't like my news."

"I hate it!" exclaimed Toothy suddenly, pounding his front leg like a fist on his desk, "the last Marauder war was bad enough, and now this! Why did I ever take this job?"

"Who else was qualified?"

"It should have been Sniffles" brooded Toothy, "or Splendid, or Flippy. Any one of them would have been a better administrator."

"Sniffles is too much of a brainiac; Splendid thinks brute strength solves everything – "

"Look who's talking!"

Barry laughed.

"Guilty" he said, "though I don't have the powers Splendid has."

"A good thing too" growled Toothy.

"And Flippy," Barry continued, "well Flippy – "

"Flippy's never been the same since the last war, but he's a still a good person."

"I know."

"So what are you saying? I got stuck in the leader's chair because I'm the only normal one? Feh!"

Barry shrugged, as if to say "who knows?" Toothy got down from his chair and went over to the window. He gazed out at the bare hills outside the city for a little while before turning back to Barry.

"Does Dane know yet?" he asked.

"You're the first one I've told. My guardian lives on the other side of the city and I don't want to risk an insecure public call to him. But your quarter is right by where I entered the city. By the time I get home you can have things already moving."

"And time may be very vital. You did the right thing."

As soon as Barry had gone Toothy activated his private communication system and put it into its most secure mode. First he sent out two summons pages. After doing that he gave an ID code. Immediately the projection system came to life. A holograph of a man's head and shoulders appeared in front of him.

"Hello Virgil" said Toothy.

The holograph was almost perfect in its detail. Toothy could see every tic and spasm on the old man's face. And Virgil was very old, although still vigorous. He was the head technician of the city, and knew more about its inner mechanical workings than anyone else alive. He was abrupt and crotchety though, which tended to offend people who didn't know him. Toothy, however, knew him well, and was not offended.

"Who is it? growled Virgil, "oh it's you Toothy. What in all of Metramegopolis do you want?"

"Nice to see you too Virgil" said Toothy, "is your end secure?"

"It is now."

"I have some news." Quickly Toothy told Virgil what he had learned. Far away, in his office in the bowels of the city, Virgil listened and drummed his fingers on his desk.

"Has this been verified?" he asked.

"Not yet" said Toothy, "but you know Barry; he's not the kind to lie about important things."

"Does anyone else know?"

"I just found out myself. Virgil, this could be a code zero, and you know what that means."

"I hope to God it doesn't come to that" Virgil said sharply.

"So do I, but if it does we may have to act quickly, and without a city debate. Can you begin preparing for that, just in case?"

Virgil nodded. "I'll contact Kevin and Robot as soon as we're done. We can have everything ready to go at a moment's notice without it being publicly known. Then if there's no code zero we can put things back easily."

"Good." said Toothy "I know enough about the city's workings to know you'll need a couple of days to get ready, that's why you need to start now. Good luck. I have to let the others know." And he ended the call.

After breaking the connection Toothy placed a few more calls. Just as he was ending the last one the outer office buzzed the visitor signal. Without bothering to reply Toothy went out into the outer office where he found both Flippy and Splendid waiting for him.

"Thanks for being so quick" he said, "come inside. I have an important job for the two of you..."

(To Be Continued)


	2. The City of Metramegopolis

**Standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 2:**

2 – THE CITY OF METRAMEGOPOLIS

Barry hurried across the city to his home as quickly as he could, but, considering the size of the city, that was not as quickly as he would have liked. When he told Toothy that he lived on "the other side of the city" he was, in fact, telling nothing more nor less than the truth. Dane, his legal guardian, lived in one of the highest points near the outer edge of the city opposite Toothy's headquarters. To get there you had to cross many kilometers, and a lot of levels. In fact, going from the one to the other you would have seen as good a cross-section of Metramegopolis as you could get.

Describing Metramegopolis to someone who has never been there is an almost impossible task. Simply calling it the greatest city Earth has ever known doesn't even begin to do justice to the place.

Take, for example, Mexico City, one of the largest cities (if not the largest) on Earth today. Now take another city of about the same size, population-wise, as Mexico City. Stack it on top of the first one to make a second level. Now take a third, a fourth, a fifth, and so on, until you have ten levels rising thousands of feet into the air. On each level roughly ten million people live. This will begin to give you some idea of how big Metramegopolis truly is.

Although the populations of humans, animals, and A.I.s freely mix, there are some community outlines. The A.I. community lives mostly on the lowest two levels of the city because the robots and computer beings are so intimately connected with the running of the city machinery which can found at its heart. The leader of the A.I. community has no name, and is simply called "Robot" to represent everyone equally. The current holder of the position of "Robot" is a humaniform robot who was appointed to his job during the last Marauder war. What his name was before he took on the position is not widely known.

Another loose community boundary concerns the animal population. Many of the animals live in a centralized community near the city's edge. Their community has only four levels, one for underground animals, one for ground animals, and one for tree and mountain animals, and a top level for flying animals (mostly birds). The animal community has never allowed extra levels to be built above their main communities.

The human population occupies communities in all parts of the city. All three communities mix daily,and are considered equal to each other. If you were take a walk on any level of the city you would see a pretty good selection of residents of all types. Somehow these communities manage to get along and have turned Metramegopolis into a thriving center in this world of the After Times. Not an easy feat what with the wandering bands of Marauders who constantly turn up to skirmish at the edge of the city. Sometimes, there are even larger attacks, and occasionally a full blown war will break out when an army of Marauders gets together and comes calling at the city gates.

This is the city that Barry has had to cross to reach his home, where, upon arriving, he found a very serious Dane waiting for him at his door.

(To Be Continued)


	3. Barry and Dane

**Standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 3:**

3 – BARRY AND DANE

"There you are" said Dane in a serious tone, "I've just received an unsettling call from Toothy."

"Yes?" said Barry.

"Is it true?"

"I don't know what he told you, but – "

"Did you really fight a Marauder scout?"

Barry sighed. "Yes" he said, "and not just any scout, an I-class scout. I was lucky to escape alive."

"Haven't I told you" said Dane sternly, "not to go wandering around outside the city?"

"I can take care of myself" retorted Barry hotly, "besides, it's easier to practice in privacy outside in the hills. And it's a lucky thing I went there today, or else – "

"I know, I know. Tell me what happened."

"There's not much to tell really. I went outside to practice some moves, and literally stumbled into the thing hiding behind some rocks. We fought, I won."

"You have a talent for understatement" said Dane, "when I look at the scratches on your arms and face I think there was more to it than that."

"I fell a few times, but nothing serious."

Dane looked at Barry for a while.

"How do you know it was an I-class?"

"He was camouflaged like they always are. If I hadn't seen movement out of the corner of my eye he might have gotten me."

Dane sighed. "It's only been a year since the last attacks. If only their leader would leave us alone." Barry laughed without humor.

"XL-Jack-3 isn't about to do that. You know what he/it is like."

"I know" muttered Dane, "and a I-class scout means a full scale attack, and soon. I almost wish you two hadn't fought. They'll know we've discovered them. They'll attack sooner rather than later now. The question is, just how soon will that be."

Dane picked up his personal communicator and turned towards the window.

"Go get cleaned up" he said to Barry, "Toothy told me that he sent Flippy and Splendid out to do some searching. As soon as those two get back the council will have to meet – and act."

"Well it's about time" said Barry, smiling, "life has been so boring lately" and with that he left the room.

(To Be Continued)


	4. Scouting With Flippy And Splendid

**Standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 4:**

4 – SCOUTING WITH FLIPPY AND SPLENDID

While Toothy and the others were making plans in the city Flippy and Splendid were investigating the area where Barry had encountered the Marauder scout. Flippy was an experienced soldier who had fought bravely during the last Marauder invasion. He was a bear of considerable size and often found his appearance helpful in scaring his opponents. However he had suffered certain injuries in the war. He never talked about them with anyone, but they had affected him a lot. He was sometimes prone to flashbacks, at which time he would believe that he was back in the middle of the war fighting for his life. When these flashbacks occurred he could become a very dangerous person to be around. For this reason Splendid had been assigned to be his constant companion to keep him from harming others during his flashbacks.

Splendid was a lot smaller than Flippy, and at first glance you might have thought that there was no way the little creature could control him. However Splendid was a super-powered flying squirrel. Not only could he fly, but his strength was tremendous. He also had the power to shoot intense rays of heat from his eyes, and several other as yet undetermined powers. He was able to control Flippy even when the bear was in an enraged state. Fortunately Flippy's flashbacks had become a lot less frequent in recent months as his mind recovered its strength so Splendid didn't have to control him very often anymore. Nevertheless he continued to keep an eye on Flippy just the same.

They actually made a very good fighting team. On the ground Flippy could fight just about any enemy he met. If he had trouble Splendid could support him from the air both with his heat rays and (if necessary) his strength. Also from the air he could spot danger early and warn Flippy.

It didn't take them long to reach the place where Barry had fought the scout. The area just outside the city was hilly and mostly bare. They found the scout in the bottom of a shallow valley. Its camouflaged appearance would have made it difficult to see under normal circumstances but Flippy, who was experienced in ground warfare, spotted the body easily. The scout had a human shape, but it was not human, nor was it robotic. It was an android combination of the two and it was bent backwards in a very unnatural position even for an android. It was quite clearly dead.

"Yes" said Flippy looking at it grimly, "it's an I-class scout all right."

"How can you tell?" asked Splendid, landing beside him.

"They're the only ones who use camouflage" answered Flippy, "Marauders don't usually use secrecy unless they're planning something big, which, in a way, is lucky for us. Hopefully we have time to prepare a defense."

"Do you think a full scale invasion is coming?"

"Maybe. Why don't you fly around a bit and see if you find anything? But try not to be seen."

Splendid took to the air. Since he was blue he blended in with the sky fairly well. After a short time Flippy lost him against the glare of the sun. He waited.

After about twenty minutes Splendid returned, flying much faster than he was when he had left. He landed abruptly.

"We need to get back to the city, and fast!" he cried.

"What did you see?"

"There's a huge army of Marauders not far from here. They're out of sight of the city, but they're there. I've never seen so many; every Marauder within a thousand kilometers must be there."

"Did they see you?" asked Flippy anxiously.

"I don't think so, but Flippy, XL-Jack-3 is there."

"You saw him?" Flippy gasped, startled.

"Yes, only from a distance, but there's no mistake. It was definitely XL-Jack-3."

"This is much more serious than we realized," said Flippy, "Was the Marauder army moving?"

"No. They just seemed to be doing routine stuff."

"There might still be time. Let's get back."

"It'll be faster if I carry you" said Splendid. Flippy nodded so Splendid grabbed the bear's front paws and hauled him into the air, flying rapidly back to the city. Upon arrival they went straight to Toothy's office where they found the beaver anxiously awaiting their report.

"We are in big trouble" said Toothy when he heard what they had to say, "the Council will have to take action quickly. I'll need you two at the meeting to tell the others what you've told me."

"When?" asked Flippy.

"Right now" said Toothy. He activated his communicator and sent an emergency summons to the other Council members.

(To Be Continued)


	5. Introducing the Council

**Standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 5:**

5 – INTRODUCING THE COUNCIL

Although a huge city Metramegopolis normally didn't have more than a nominal government. The main jobs of city officials were to make sure that the city services remained working properly, especially food production, waste disposal, law enforcement, and city security. However beyond the basics of these things city officials did not possess much of what we would term "political power." The view of the citizens was that city officials were supposed to serve the people, not the other way around.

However in a time of great crisis an exception would be made, and a council with much greater power could take control of the city. Such a council would only exist for the duration of the crisis and would disband immediately when it was over. However during the crisis the city and all of its resources were put at the council's almost total disposal. It wasn't martial law or a dictatorship, but in the interests of strong leadership and quick effectiveness it wasn't that different – except that afterwards the council members would have to give a full accounting for all of their actions.

There was no specific method for choosing a council since it often had to be formed on the spur of the moment. The mayor of the city and the head administrators of the three communities were automatically members, and they were the ones empowered to call a council and choose other members. Members were usually the people deemed best suited to meet whatever the emergency was at the time, so potentially anyone in the city could become a councillor.

The last time the city had needed an emergency council had been during the last Marauder attacks a year earlier. After the war had ended the council had disbanded but the members of that council, knowing that further attacks were inevitable, had remained in touch with each other. Toothy had been a member of that council, and his former colleagues from that time were the people that he summoned to a secret meeting at Dane's residence soon after hearing from Flippy and Splendid.

There was himself of course, and Dane, who was the administrator of the human community, also Robot, the leader of the A.I.s., and the mayor of entire city, a stern faced elderly woman named Diana King (some people said that her last name went to her head when she was in office, but on the whole she was a competent mayor). In addition, Virgil was present, as was Barry. The other members of the council were Kevin, a middle-aged man, Emily, a girl of Barry's age, and the Rides, a couple in their mid-20s, Tony and Anna; these were not their real names, but those they kept secret because they were often used in covert work.

The only non-members at the meeting were Flippy and Splendid, whom Toothy had asked to be present, and Sniffles, an ant-eater of great intelligence who was helping Virgil and Robot with the code zero preparations. Sniffles didn't say much, but he knew a lot (a brainiac, as Barry had called him), and Toothy often conferred with him.

(To Be Continued)


	6. Plan of Action

**Standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 6:**

6 – PLAN OF ACTION

When the council heard what Barry, and then Flippy and Splendid, had to tell them they all became very grave. A transcript of the meeting shows the discussion running like this:

TOOTHY: "It's quite clear that the city is in grave danger. With XL-Jack-3 actually here I believe a code zero may be our only defense."

MAYOR KING: "We haven't had a code zero emergency in generations. Will everything still work?"

VIRGIL: "As far I can tell everything's working fine, but Robot can say more."

ROBOT: "Yes. I was constructed before the last code zero – "

MAYOR KING: "But that would make you – "

ROBOT: "175 years old. The last code zero occurred during my fifteenth year of operation. I was part of the team that effected it. I have kept an eye on all of the equipment since then and everything is still operational."

DANE: "How long will preparations take?"

VIRGIL: "At our current rate of speed, we will need another 24 hours before we're ready to go."

DANE: "I hope we'll have that much time. Can't it be any faster?"

VIRGIL: "It should be 36 hours. Sniffles came up with a way to speed up the process, but we can't go any faster."

SNIFFLES: "I calculated that 24 hours is the absolute minimum amount of time needed from now to be able to safely do what we need to do, and that may even be pushing things a little bit."

MAYOR KING: "All right we'll set the code zero for 24 hours from now. How shall we proceed until then?

DANE: "We should probably announce some sort of curfew to keep everybody at home when the time comes, but I don't think we should announce what's really about to happen. If word of that were to get out it could get back to the Marauders and it might spur them to attack sooner."

MAYOR KING: "Very good. I'll send out a general order that tomorrow, at exactly one half hour before the procedure everyone is to be in their homes until one half hour after it is carried out."

TONY RIDE: "I wish you luck madam mayor. You know what people are like."

BARRY: "As long as they're in the city itself that's all that really matters."

EMILY: "What if someone disobeys the directive and goes outside?"

DANE: "Then they're on their own. We won't be able to help them."

EMILY: "I thought after the last war that things would be better. Why can't XL-Jack-3 leave us alone?"

TONY RIDE (laughing without humor): "Oh please! This is XL-Jack-3 we're talking about. That thing will never rest until it's utterly destroyed not only our city, but any other civilized communities that exist."

KEVIN: "Are there any others? I thought our city was the last one."

TOOTHY: "There's the Animal City on the other side of the continent. I communicate with their leader every now and then. I don't think they've had the problems we've had yet, but probably only because we're a larger city."

ANNA RIDE: "If I might say something, suppose the Marauders attack between now and the code zero deadline?"

FLIPPY: "I've been thinking about that. May I speak?"

MAYOR KING: "Of course."

FLIPPY: "If the Marauders do attack we have to be prepared to meet them, but I don't think we should give them that chance."

DANE: "What do you suggest?"

FLIPPY: "A diversion to keep them busy. If they don't attack before tomorrow then I think that Splendid and I should make a trip to the Marauders and make some mischief."

SPLENDID: "Sounds good to me!"

BARRY: "Wow. Can I come too?"

FLIPPY: "Better not. Once the code zero happens Splendid can fly me back to the city, but he can't carry everyone."

SPLENDID: "I could carry both of you."

FLIPPY: "I know. But the fewer people who take the risk, the better."

TOOTHY: "I'd rather not risk either of you, but I have to say your plan makes sense. Can you cause enough damage so that the Marauders can't react quickly when they realize we've carried out a code zero?"

SPLENDID: "I think so. Fire is my friend."

MAYOR KING: "Then do it. And good luck to you. Meanwhile the preparations will continue. And before we end things, with the consent of all present I officially activate this council and declare that all thirteen of us present are now members."

SPLENDID: "Us too?"

TOOTHY: "Yes, you and Flippy and Sniffles too."

BARRY: "Welcome to the club."

Meeting adjourned. End of transcript.

(To Be Continued)


	7. The Marauders

**Standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 7:**

****7 – THE MARAUDERS

There's not all that much to say about the code zero preparations that followed the meeting. During the next 24 hours Virgil, Robot, and Sniffles continued getting all of the equipment ready. Mayor King announced the curfew order, and Flippy and Splendid began planning for their excursion to the Marauder encampment.

The Marauders were the remains of older armies and communities from before the After Times. Back during the ages of the last big wars many a city and nation had been so decimated by fighting as to cease to exist completely. When all the wars finally ended many people gathered together to build new communities and cities. This was how, among other cities, Metramegopolis was born.

However there were plenty of people and A.I.s who rejected building new societies. Perhaps the wars had made them crazy; perhaps they'd lost faith in civilization; perhaps they just liked anarchy. These people became nomadic, wandering in groups and living off of the land. Whenever they came across a village or settlement they would ravage it for sustenance, and rare was the small community that could fight back. For this reason many people began drifting to the cities for self-defense, as cities were a lot harder to successfully attack.

However even amongst the roving Marauders there were those who aspired to greater power. Some such people were able build larger bands of followers, even some big enough to be called armies. With such large numbers at their command these leaders could even attack some of the cities, until, to defend against these new threats the cities began to combine, until a time came when Metramegopolis was the one great city left on earth, with over one hundred million inhabitants living in it. So far it had been able to repel all attacks, however, just as the cities had consolidated, the marauder armies had been combining too, until, as Splendid had seen, they had gathered together a force larger than any of their other armies from the past. Their supreme leader, about whom we shall shortly learn more, was XL-Jack-3, the marauder leader who had conquered all of the others who aspired to power and had now become the one undisputed marauder ruler.

Oddly enough none of the marauders were animals. The animals were the one group who wholly rejected marauder anarchy, instead founding their own communities (of which the Animal City Toothy had mentioned was the most prominent), or joining the human cities on their own terms. Since a lot of animals are much better able to defend themselves without weapons than most humans are the marauders had never managed to overcome them. Whenever an animal community was attacked by a marauder band the marauders almost always lost, unless they attacked in overwhelming numbers or with weapons that let them attack at long range. Such weaponry was not often available to most marauders so animal communities suffered fewer attacks than human ones, for a while anyway.

But the time was finally close when the biggest marauder army would face the greatest city on earth in a final fight to determine earth's future.

(To Be Continued)


	8. Making Mischief

**Standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 8:**

8 – MAKING MISCHIEF

It was the next day at exactly one hour before the Code Zero was to go into effect that Flippy and Splendid left the city for the Marauder encampment. With them went a third animal; he was a monkey dressed in an Buddhist robe. What his real name was he didn't tell so everyone referred to him simply as "the Buddhist Monkey." He was usually a serene, calming presence but there were times when he could become enraged, and when that happened he was as powerful a physical fighter as you could wish for and he was quite capable of taking down many opponents at once with his bare hands.

However Buddhist Monkey wasn't on the mission to fight specifically but to serve as a communicator. Toothy had wanted someone to be in contact with him at all times so he would know what was happening, and so he could let the party know when the code zero began. Not wanting to distract either Flippy or Splendid he had asked Buddhist Monkey to go with them for those reasons.

Following Splendid's guidance the three animals came to where the Marauder encampment was and hid out of sight behind a steep rise. Cautiously Flippy peeked over the ridge and looked down at the camp. It seemed to stretch away as far as he could see both to his right, his left, and straight ahead.

"There must hundreds of thousands of them there" Flippy whispered to the others, "I've never seen such a big crowd of them.

"What do we do?" asked Splendid.

"We're only causing a little trouble" said Flippy, "not actually trying to destroy the whole camp. We just want to throw things into confusion until the Code Zero starts. Splendid, we should begin the attack by having you set fire to some of the tents."

"Okay" said Splendid.

"Try and hit as many as you can, but see if you can start fires in a lot of different places. That way the trouble won't be local. Once you've got a good number of blazes going I'll step in and increase the damage."

Splendid nodded and soared off into the air toward the camp."

"Will he be all right?" asked the Buddhist Monkey in a high-pitched voice.

"Yes" said Flippy, "the Marauders won't know what hit them. You should stay here and keep watch until Toothy calls, then you can call us."

Buddhist Monkey nodded. He was no coward, but he preferred not to fight if possible. Still if anyone did try to attack him or the others from behind they would be sorry.

Flippy now crawled on all fours to the crest of the ridge. He looked at the camp, then at the sky. Far, far in the distance he thought he saw a movement.

"Splendid, are you ready?" he said softly into his personal communicator.

"Just say the word" came the answer.

Flippy took a breath.

"Fire away" he said.

(To Be Continued)


	9. Battle Heat

**Standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 9:**

9 – BATTLE HEAT

Splendid focused his eyes on a big tent in the middle of the camp and concentrated. Immediately a red beam shot from each eye and struck the tent which caught fire at once. As soon as he was sure the fire had "taken" he sent beams towards another tent some distance away from the first and that one also quickly blazed up. However Splendid didn't stop there. Quickly he flew to the other side of the camp, spraying heat rays as he went. It wasn't long before blazes were breaking out all over the camp. But the Marauders weren't able to catch him because he moved so fast that he was already gone from wherever he'd lit a fire by the time it was discovered. To the Marauders these fires were breaking out without cause.

Flippy watched Splendid's progress from his place on the ridge, counting off each fire as it blazed up. Knowing timing was everything he waited until he had counted at least 25 fires. Meanwhile he watched with interest the effect the fires had on the camp. Everywhere there was a fire the scene would become chaotic as camp people desperately tried to put the fires out. But it wasn't that simple. Splendid had chosen his targets well. Each place he zapped into flame was in a place that made it easy for all of the surrounding tents to catch on fire. At the rate things were going, the fires might easily turn into one big conflagration and destroy the whole camp. If that happened, the code zero might be rendered unnecessary.

But of course things never work out so well. Although most of the Marauders seemed to be reacting with confusion to Splendid's onslaught there were those who were more composed about it and took more rational action to stop the blazes. From some of the tents Flippy saw some of the larger Marauder robots appear and stride without fear to the nearest blazes, which they proceeded to douse using dirt from the ground, water if it was available, and, in the cases of the really big robots, by stomping on the fires. These robots could move quickly. Flippy recognized them; they were all purpose power-supply robots that had been created in the wars of the Before Times. Metramegopolis had many such robots in its possession and they were very useful, but the Marauders also had plenty of them, and many of their robots had been modified to become attack machines as well as power suppliers. Already three of them were trying to track the source of the fires, and they would soon spot Splendid and attempt to neutralize him.

Flippy knew it was time to act. Without hesitation he jumped up on his hind legs, gave a great war cry of a roar, brandished a weapon in each of his front paws, and, before any of the Marauders were able to acknowledge that he was even there, went charging down into the camp with both weapons blazing.

Sometimes, when he heard a loud noise like the firing of a gun, Flippy would have a flashback to his experiences in the last Marauder war and he would think he was back there fighting desperately for his life. This time it was no flashback. As he tore through the camp firing his weapons at anything that moved the mood of battle possessed him until he almost didn't know where he was or what he was doing as long as he could kill, Kill, KILL! KILL! He traveled in an unswerving straight line, mowing down everything and everyone in his path. If something moved he shot it. If he came on an enemy and his gun was empty he clobbered that enemy with his powerful front paw. And, whenever he could, he tossed out bombs in all directions which caused even more damage.

But he was only one bear, as he knew well.

"I can't let up" he thought crazily as he charged, "the Marauder leaders will rally soon. I have to cause as much damage as I can before that happens."

"Flippy!" he heard someone yelling, as from a great distance. Out of the corner of his eye he saw a blue streak coming toward him. He turned suddenly, reaching for a bomb, and saw Splendid.

"Are you going blow me up?" Splendid asked.

"What are you doing here? Why aren't you setting more fires?"

For answer Splendid pointed. Flippy looked where Splendid pointed and stopped abruptly.

"You!" he said when he saw what Splendid was looking at.

If he hadn't stopped running Flippy would have crashed into the enormous being who was blocking his path and staring at him with obvious interest. There was no doubt who it was.

"Me" said the Being, "I'm impressed. Are there really only two of you? You've done as much damage as if there were five hundred. Too bad it ends here."

"We're not afraid of you" said Splendid.

"Of course not," came the calm reply, "you wouldn't be here if you were. But you can't think you'll escape now. I'm going to kill you myself."

"You can try" said Flippy, reaching for a bomb with one paw, and another gun with his other. Splendid began to focus his eyes. The Being laughed.

"You don't think you can destroy me that way, do you? And even if you do, how will you get away?" the Being gestured and Splendid and Flippy looked around. While they had been occupied many of the fires had been quenched. Meanwhile some of the more powerful Marauders had begun to rally their fellow campers. The chaos was diminishing and the newly controlled troops were now turning to where Flippy and Splendid were. It was starting to look bad.

Suddenly from their communicators Flippy and Splendid heard a high pitched screech.

"Code Zero! Code Zero! Code Zero!" came the call. Buddhist Monkey seemed to be having a seizure in his eagerness to get his message through. He kept repeating it over and over. Flippy smiled without humor.

"Looks like we'll have to finish this later" he said to his foe. Splendid grabbed Flippy's right paw, hauled him into the air and began flying quickly back toward the edge of the camp.

"Stop them!" boomed the great being, but it was too late. Splendid put on an extra burst of speed and was away from the camp before anyone could react. He flew back to where the Buddhist Monkey was. Flippy grabbed him with his left paw and Splendid flew the three of them back to the city at top speed.

"That was fun" said Splendid.

"Yeah" said Flippy, "But I'm glad it's over. I didn't expect to run into Him."

"That'll just make it a better story" said Splendid.

They were in sight of Metramegopolis. Buddhist Monkey pointed.

"Look" he cried.

"It's happening" said Flippy.

"It's a good thing we're flying" said Splendid, "let's get inside quickly."

(To Be Continued)

**A/N - So after 9 chapters how do you like the story so far? Please leave me some feedback and let me know. Thanks!**


	10. Code Zero

**Standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 10:**

10 – CODE ZERO

While Flippy, Splendid, and the Buddhist Monkey were out at the Marauder camp things were moving quickly back in the city. The preparations to activate the Code Zero were nearing completion and only a few final things needed to be done.

The Code Zero is the rarest of defense methods. The city only used it when extreme circumstances threatened its existence. That last time had been 175 years earlier. Because the procedure was such a rare and desperate one, knowledge of activating it was closely guarded so that it could only be used in great need. The Mayor, and the heads of the three communities were among the very few who had the clearance to activate a Code Zero, and it could only be done if all four of them were in agreement. Once they had given the okay, the top technicians and A.I.s began the actual work under Virgil's direction. Each of them was assigned a separate job to do and was only told about that; Virgil was the only one who knew the whole plan, with the exception of Sniffles who had initially been briefed by Toothy and been brought in to help Virgil and Robot with the preparations. He had successfully managed to cut down the preparation time from 36 hours to 24.

The Code Zero equipment was integrated into almost all of the city's operating systems. The control nucleus of these systems was down on the lowest level of the city in a special control office that only those with clearance had access to. It was there that the final switch to activate it could be found, and it was there that Virgil, Robot, and Sniffles monitored the project's progress, ready to throw that switch when the time came.

Mayor King, Dane, and Toothy were kept informed of the preparations' progress. The announcement of the curfew had gone out the previous day, and although an explanation for it was not given (which caused a fair amount of grumbling), it was, by and large, obeyed. Only a few hundred thousands of people were out of their homes when the curfew went into effect and of these only a few thousand had been foolish enough to be outside of the city entirely. They would soon regret their defiance of the order.

The Mayor and Dane watched the preparations from their homes. Toothy was in his office with Barry at his side. The teenager was still disappointed not to have gone with Flippy's team so Toothy invited him to wait in his office, both to keep up with the preparations and watch the progress of the mission. Splendid was carrying a microscopic recorder on his forehead and Toothy and Barry were able to see whatever he saw on Toothy's communication screen. They got a good view of the Marauder camp.

"Wow" Barry whistled softly, "I've never seen such a big force."

"I know" said Toothy, "we've activated a Code Zero none too soon. I just hope it won't be too late."

They watched as Splendid zapped tent after tent.

"He's doing good" said Barry enviously.

Suddenly the view contracted toward a point on the ground. Splendid was diving towards Flippy who was rampaging through the camp like a demon. Unlike Flippy, the watchers saw what Splendid had seen.

"Toothy," said Barry pointing at the screen, "is that who I think it is?"

"Yes" came the grim reply, "it's Him."

"XL-Jack-3" breathed Barry, "I never thought I'd actually see him."

"Pray you never see him again!" said Toothy sharply, "I hope those two aren't going to try to fight him, they'll never – "

At that moment Splendid's feed was interrupted and Virgil appeared in its place.

"Priority One communication" he said, "the operation is about to commence."

Toothy put his private communicator into "urgent" mode and called the Buddhist Monkey.

"Now!" he said, "get them back here now! The Code Zero is starting!"

And so it was. Down on the lowest levels of the city the preparations were done and the time to throw the last switch had arrived. With unspoken agreement Virgil and Sniffles grabbed the switch lever together and looked at Robot. Robot called the Mayor, Dane, and Toothy.

"Ready?"

"Yes" came the reply from all three of them. The Mayor activated a communications line and her voice was heard in every active communicator in the city.

"Citizens of Metramegopolis" she said, "we are about to activate a Code Zero. As this has not been done in many years it may startle you. Do not be alarmed. We are all perfectly safe. If you wish to observe the event please find your nearest window. The full explanation will be forthcoming once the procedure is safely underway. Thank you."

She broke the connection.

"I hope we're perfectly safe" she muttered on the secure line to Robot, Sniffles, Virgil, Toothy, and Barry, but she didn't hesitate. "Do it" she said to Robot.

Robot walked over to where Virgil and Sniffles were grasping the lever. He grasped it too. As one, all three of them pulled it down.

(To Be Continued)


	11. Lift-Off

**Standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 11:**

11 – LIFT-OFF

As soon as the switch had been thrown a great rumbling was heard that grew in intensity as it went on. Although it could be heard in all parts of the city the source of it was from underneath the lowest levels. A great machine, or rather a lot of great machines, had been activated and were powering up to full strength. In the control office Robot, Virgil, and Sniffles watched a monitor which showed the power levels increasing in the machinery towards a critical point.

All at once the rumbling stopped. A brief silence followed. Then there was a rapid series of loud cracks, like clamps and locks suddenly coming loose – which is exactly what they were. Underneath the city the foundation columns that held it firmly in place on the ground were uncoupling from the ground and retracting into special slots in the city's base. Each time a column retracted it made one of the loud cracks that was being heard throughout the city. The cracks went on for several minutes before finally stopping. Once again there was silence.

The silence seemed to go on for hours but was actually only a few seconds. All over the city everyone was frozen waiting to see what would happen next.

Toothy had moved a chair over to his office window and was now looking out at the land below. Barry followed and stood beside him. All they saw were the bare hills around the city, which blocked a view of the valley beyond where Barry had met and fought the marauder scout.

Or did they? It seemed to Barry that he was able to see part of that valley from where he stood, something he had never been able to do before when he had looked out of this window. In fact, he was able to see down into it a fair way, almost to the bottom and – !

All at once he realized what was happening.

"We're rising" he said to Toothy. The beaver nodded, saying nothing but staring transfixed at the scene below, which was now expanding before them.

"I can hardly feel anything," said Barry, amazed.

"Isn't technology wonderful?" said Toothy, "and here comes Splendid with the team. Would you open the window for them?" Barry opened Toothy's office window as far as it would go. Fortunately it was a big window, one that even Flippy could fit through. He and Toothy moved back from it so the warriors could enter when they arrived. They watched Splendid flying toward the city.

"I wonder what this looks like out there?" Toothy said.

Splendid, Flippy, and the Buddhist Monkey never forgot seeing Metramegopolis take off. Although Splendid was flying swiftly towards the city he was still some distance away when it detached itself from the ground. All three of them had a good view of the initial lift-off.

After all of the rumbles and cracks of the detaching phase somehow there was no sound when the city took off. For several seconds it sat on the ground in silence. Then slowly, very slowly, the city began to rise upward, as if it had suddenly decided to grow a couple of extra levels. But this was only because the lowest levels were below ground level. After a few minutes the very bottom level cleared the ground and a small space underneath the city appeared, which grew bigger and bigger as the city rose higher and higher.

"Incredible!" exclaimed Flippy as he watched.

"Let's get inside" said Splendid and he flew quickly toward Toothy's window which now stood open. When he got there he passed the Buddhist Monkey in first, then helped Flippy climb in the window, before finally entering himself.

"Welcome back" said Toothy nonchalantly, "so glad you could join us."

"It looked like you had fun" said Barry enviously.

"How is this possible?" asked Flippy, ignoring Barry's remark, "a city, a whole city, and of this size – "

Robot's image appeared again on Toothy's communicator.

"Code Zero successfully executed" he said, "we have lift-off."

"How?" demanded Flippy, "how can a city fly?"  
"I'll have to tell you at another time" said Robot, "there's no time now for explanations. We need a quick group conference to determine our next move."

(To Be Continued)

**So how do you like it? Please drop me some feedback. Thanks!**


	12. Decision

**Standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 12:**

12 – DECISION

Immediately Toothy flipped a switch on his communicator. Presumably others did so as well because the holographic field expanded and images of Dane, the Mayor, Virgil, and Sniffles suddenly appeared in the room. Presumably, on their end of things, the Mayor, Dane, Robot, Virgil, and Sniffles were seeing Toothy, Barry, Splendid, Flippy, and the Buddhist Monkey.

"Now," said Robot as soon as everyone had tuned in, "on our current program the city will keep rising until the base is about four thousand feet above the ground. That will put the roof of the city at about fourteen thousand feet. I would not recommend flying any higher. At that height it will be difficult for anyone on the ground to reach us undetected even if they have flying capability, and the air at the city's top will still be breathable for anyone who wishes to go out on to the roof, although it will probably be quite cold."

"It's usually fairly cold, or at least cool, out there anyway" said Dane, since it's already several thousand feet in the air even when the city is on the ground. The cold won't matter. In fact, once everyone recovers from the shock of our taking off I think the city roof is going to become quite popular."

"So I would imagine" said the Mayor, "but that's beside the point at the moment."

"Precisely" said Robot, "the question we need to consider, and quickly, is now that we are airborne, what do we do next?"

"I've been thinking about that," said Mayor King, "would it be possible to fly over to the Marauder encampment and land the city on top of it?"

There was an immediate buzz of interest from most of the others.

"That would end the war quickly" said Flippy, appreciating the idea.

"Yes it would," said Robot, "if we could be sure of catching everyone underneath the city. Unfortunately we cannot. The idea was tried the last time we flew the city. We did destroy a lot of Marauders but the leaders were not caught. XL-Jack-3 and his top supporters are not stupid about the potentialities of Metramegopolis. When they discover that we've taken off (something they've probably already discovered), the first thing they will do is scatter their forces beyond our reach."

"That's too bad" said Dane, "but I'm not surprised. That would have been too easy."

"If we can't attack the Marauders" asked Toothy, "what do we do? How long can we keep the city airborne?"

"Oh there's no problem with that" growled Virgil, "the flying mechanisms are perpetual as long as they're turned on. They won't suddenly stop."

"Fascinating" said Flippy, "how does it all work?"

"It's an anti-gravity device that reverses the pull of the ground" said Virgil, "there's a lot more to it than that, but I'll have to explain it later. The point is, we won't run out of fuel. Also we can control which direction the city flies, and how fast it flies, although for safety reasons it's not a good idea to fly quickly for very long. It's usually better to float along slowly."

"But if that's all we do" said the Mayor, "then surely the Marauders can follow us. If the city is to be moved shouldn't we at least try to get away from them once and for all?"

"They will find us eventually" said Robot, "we cannot escape them so easily. The best we can hope for is to get away from them long enough so that we can find a better, more defensible site for the city. Hopefully we will then have time to prepare for a counter-attack."

"Yes" said Flippy, "whether we like it or not the last big war is coming. That force was the biggest army I've ever seen. We're going to have to face it eventually, but we should do it on our terms, not theirs."

"In that case" said Toothy, "if we can control where we go I would suggest we head east toward the Animal City."

"But that's all the way on the other side of the continent!" said Mayor King.

"I know" said Toothy, "but they might be able to help us. If we are facing the final war then it would help if we can unite as many of us who oppose the Marauders as possible."

"How long will it take to get there?" asked Barry.

"It will take time" said Virgil, "because we cannot move quickly, at least not for very long."

"We can move at a fast speed for about thirty minutes in relative safety" said Sniffles, "I've been studying the systems and I believe that's feasible, but not longer or the strain might be too much."

"Then we should fly east as quickly as we can for thirty minutes" said Barry, "that way we can get a head start on the Marauders, and maybe even lose them for a while. Then we can float the rest of the way at the slow speed."

"Will top speed be dangerous for us?" asked Splendid, "will we have to strap ourselves down or something?"

"No" said Robot, "there are stabilizers throughout the city that will keep us from feeling the effects of moving quickly. If it were not so we would not be able to fly quickly at all."

"Yeah" said Virgil sardonically, "the city would shake itself apart. It may do that anyway, but at least we'll be comfortable while it's doing it."

"Right" said the Mayor, "are we agreed?"

Everyone said that they were. Robot declared that top speed could be initiated at any time after the city leveled off.

"Good" said Mayor King, "I'm opening the city-wide communication channel. I think it's time we had a general city meeting so everyone can know exactly where things stand."

(To Be Continued)


	13. Departure

**Standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 13:**

13 – DEPARTURE

"Citizens," once again the mayor's voice was heard throughout the entire city, "as you all no doubt have discovered, the city has taken off and is now rising upward to a base altitude of four thousand feet. This is a day you will all remember, as it has been over a century and a half since the city last flew. Probably many of you thought that the whole idea of Metramegopolis actually flying was simply a myth. Now you know it is not."

The mayor paused for a moment to collect her thoughts.

"However" she continued, "this is not something that we do lightly. As I'm sure you realize, flying a city of any size, let alone one of this size, is such an enormous undertaking that it is only done at times of the gravest peril. This is such a time and it is important that everyone understand exactly what the situation is, and why we have acted in this way without prior notice."

Mayor King then explained to the city about the huge Marauder army and the presence of XL-Jack-3 himself, which indicated an imminent massive attack, and how through a calling of an emergency council, it was decided to move the city both to escape from the Marauders, and to buy time to prepare counter-measures. It was not known how long the city would stay up in the air.

"I can assure you though," the mayor continued, "that we are in no danger of running out of supplies. The automatic food generators and indoor farms will continue to work regardless of how high we go, or how long we stay there.

"I cannot stress enough, however, the seriousness of the current situation. We are once again in a state of war and heightened security measures will be put in place for the city's protection. Please be advised that travel outside of the city down to the ground will be strictly limited. No one will be allowed to leave without permission from the Council for the duration of this crisis.

"Also regarding anyone who may have defied the curfew order today and was outside the city when it took off, they are on their own now. There is no way we can go back to help them without putting the city at risk. They will have to be considered collateral damage of war.

"Finally, we will be moving the city at a rapid speed for thirty minutes as soon as we have leveled off. There is no danger in the procedure, however if you wish to observe our progress you can do so at any outside window. The roof of the city, however, will be off-limits during this time.

"Thank you. That is all."

The mayor broke the city-wide connection.

"Is it really necessary to impose travel limitations?" Dane asked.

"I think so" said the Mayor, "at least until after we finish the rapid transit stage. Then we'll see."

"Approaching four thousand feet" said Robot, "preparing to go into rapid fly mode."

"I want to see this"said Barry turning back to the window, "how soon until we move?"

"Two minutes" came the reply.

"This meeting is adjourned" said the mayor, "I need to get a good view of this too" and she rang off. She was quickly followed by the others until only Toothy, Barry, Flippy, Splendid, and the Buddhist Monkey remained in the office. They all gathered around the window.

"A little harsh the Mayor was, don't you think?" Buddhist Monkey asked.

"Tough times, tough measures" replied Toothy, "ah! Here we go."

There was no warning sound. Suddenly, as they looked out of the window, the landscape began to move. Slowly at first, then faster and faster, until the outside was almost a blur. Yet inside the city there was almost no sense of motion at all. It was almost like watching a movie of land sliding by.

"Incredible" said Flippy, "how fast are we going?"

"I believe Robot said we could go up to a speed of two thousand kilometers an hour" said Toothy, "but of course we won't be moving that fast for long. Hopefully we'll go far enough to get away from danger for a while."

"I wonder what the land will look like when we stop?" said Barry thoughtfully.

"We'll know soon enough" answered Toothy, "for good or bad we're on our way. There's no turning back now."

(To Be Continued)

**A/N - So with this chapter we've reached the end of the first section or "arc" of the story, the "Take Off" arc. I hope you've been enjoying my little tale so far. Please leave me some feedback and let me know what you think of it. Thanks! :)**


	14. XL-Jack-3

**This chapter begins the second section of the story. It's called "Massacre" and as you might expect it's rather grim. It is also quite short and will last for the next 4 chapters. In this chapter we will be formally introduced the story's Big Bad.**

**Standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 14:**

14 – XL-JACK-3

Robot was quite right when he had said that the Marauders had probably already discovered that Metramegopolis had taken off. It is, of course, impossible to move a city of a hundred million souls and think you'll be able to do it without anyone noticing. XL-Jack-3 was well aware that the city might be moved at any time, so when the news came that it had started to rise upward he was not a bit surprised.

There were few things in existence that could startle XL-Jack-3. He was very old and had seen just about everything the world had to offer. Although I've referred to him as "he" it would be more correct to say that XL-Jack-3 was an "it." Not exactly a living being, and not entirely an artificial intelligence either, XL-Jack-3 was a combination of both, something we might refer to as an android, or perhaps a cyborg. But such labels mean very little when dealing with a being like XL-Jack-3. He had been constructed long ago in the Before Times during the Great Wars to be one of a number of ultimate warriors. It doesn't matter now which side originally made him or his fellow XL-Jacks. It was not known how many had been made originally; they had all been formidable forces of destruction – sent into battle by all the various sides in the great conflicts to battle each other. Wherever XL-Jacks met in combat massive destruction and great loss of life always occurred.

XL-Jack-3 was the very last of these beings still walking the earth. He/it (we'll say "he" for artistic reasons) stood ten meters tall. In basic shape he had a vaguely humanoid look, but his body was made of an incredibly durable material (the exact nature of which remains unknown) that was virtually impervious to all harm. It was said that the only way to destroy an XL-Jack was to hit it with an atomic bomb or similar horrific weapon. Maybe that was true, maybe it was exaggeration. What wasn't exaggeration was the fact that XL-Jack-3 had survived for so long without injury. He possessed many weapons built into his body that could fire all kinds of projectiles, rays, gasses – you name it.

He knew no emotion of any kind unless it was the gleeful love of destruction, for when he had been made he had been given one purpose, and one purpose only: Destroy All Things.

Although he had started out as a weapon of war under the control of his creators, as he got older he learned more and more and eventually became self-aware. When the Before Time wars were over he found himself astride the ruins of a world with no one to control him anymore. However that world was not dead. There were plenty of pockets of civilization still in existence. XL-Jack-3 decided that until all civilization was completely destroyed his mission was not finished. Henceforth he would dedicate himself to the total destruction of all life on the planet Earth.

As this was such a big job he moved slowly. For centuries he stayed in hiding watching the shape of the world change and the new cities of the After Times grow. Then, slowly, he began to gather his forces. These were the first Marauders, left over relics from the old days, people who never adjusted to the new order of things, and ancient battle machines that still worked or were easily fixed. Slowly he built his armies; he was in no rush. As detailed earlier there were plenty of marauding bands in the world, many striving to rule the others. With terrible patience XL-Jack-3 played all of his rival leaders against each other until, at long last, he managed to unite all of the Marauders under his command. It was during this long era of consolidation that, as XL-Jack-3 had foreseen, the cities of earth also combined to face these increasing threats until eventually Metramegopolis stood almost alone against XL-Jack-3's full armies. All had gone as he had planned. Now he was nearing the final phase of his plans. First he intended to utterly destroy earth's last, greatest city. After that he would take care of the Animal City. Once those things were accomplished he intended to destroy his own armies. "Destroy All Things" to the last, even his staunchest supporters. Then, as a last act, he would destroy himself, leaving an utterly bare and lifeless planet behind him.

However even the best plans can be thwarted. The one thing XL-Jack-3 had not been prepared for was Metramegopolis' ability to fly. This was a late development in the war that the city leaders had created out of desperation. It had saved the city from massive assault several times already and had been XL-Jack-3's one major source of frustration in recent years.

But no escape plan works forever.

(To Be Continued)


	15. Orders

**Standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 15:**

15 – ORDERS

The moment XL-Jack-3 realized Metramegopolis had taken off he implemented his plan for this specific contingency. Although the Marauder camp was massive in size it was a lot more mobile than it looked. Even as the city reached its top height and went into the fast travel mode the Marauders were quickly dispersing far and wide into an area of ground much greater than that occupied by the city. As Robot had predicted, there was no chance of destroying the Marauders by landing on top of them.

But securing his troops against annihilation was only a small part of what XL-Jack-3 had to do. It didn't change the fact that, once again, Metramegopolis had escaped from his attack and before he could begin a new campaign he would have to find it. Of course it's not possible to hide a city of one hundred million people for very long and he knew that finding the city was only a matter of time, but the longer it took, the more prepared the city would be to face his onslaught. The problem had to be dealt with at once.

XL-Jack-3 was a wily construct and it didn't take more than a nano-second (at most) for him to decide what to do. He quickly summoned his top staff and began issuing orders.

"First things first" he said, and he selected a pair of his top scouts to follow and find the city. "I can't say exactly where they've gone" he told the two of them, "but they were heading east. Their size limits their maneuverability. Head east. Fly high to cover more ground. You shouldn't have too much trouble finding them eventually. You know what to do then." The two scouts, who were also I-class scouts like the one Barry had fought, nodded knowingly. Within minutes they had grabbed a flyer and taken off to try to follow the city. XL-Jack-3 then turned to his other staffers.

"We'll reunite all the bands at once, but we won't head east until we hear from the scouts." He looked at his staff and smiled nastily. "We won't be idle though" he went on "we still have to do a mop-up operation. With a city as big as Metramegopolis there are going to be people who missed the ride. We don't want any threats behind us, so..." His staff didn't need to hear anymore. They knew what was coming and they were looking forward to it. As soon as the meeting ended they summoned back the various parts of the army until they were all assembled again.

XL-Jack-3 rubbed his giant hands together and drew himself up to his full ten meter height.

"All right" he said gleefully, "let's go do some clean up."

(To Be Continued)

**A/N - Heh. Bet you thought we were going to get to the massacre part right away. Sorry. You'll have to wait until the next update. Meanwhile how about being a pal and giving me a little feedback? Cheers!**


	16. Left Behind

**Standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 16:**

16 – LEFT BEHIND

What happened to the people left behind by the city's departure is quickly told, although perhaps the less said about it the better. As was mentioned earlier a few thousand residents had been foolish enough to defy the mayor's order and were outside the city when noon struck and the city took off. When the rumbling of the Code Zero first began many of those outside thought it was an earthquake. When the loud cracks of the disengaging foundation supports happened they didn't know what it was. In the silence that followed most people at first thought that whatever it was had ended.

By this time pretty much all of the people who had gone outside were running back towards the city. Not knowing what was going on they thought the Marauders might be attacking. However when the first of them arrived at the nearest gates they found them sealed – and rising upward.

Although the bottom levels of Metramegopolis were below ground level the sides of the hole that was left behind when the city ascended were not sheer. They were slanted, somewhat steeply, but not so steeply that they couldn't be climbed. At the bottom of the crater were large square holes where the city had anchored itself to the ground. The field on which the city had sat was completely flat, very large, and totally barren.

Up, up, up climbed the city, and as it did those who had missed the flight stood where they were and watched, mouths hanging open, unable to say or do anything.

Then all at once the city zoomed away to the east and was lost to sight, leaving a vacuum in its wake that immediately filled in with a booming sound. Fortunately the city was several thousand feet up by then so all that the people on the ground felt was a sudden eastward rush of air that was soon gone. Then silence.

Slowly the stranded people climbed down into the sunken field where the city had been. They gathered together in a crowd and looked around at each other. The full reality of their situation was starting to sink in. They were alone, without shelter, food, or water. They were also very much sitting out in the open in case –

"I knew it!" came a loud voice from the top of the southern ridge leading down to the field. There stood XL-Jack-3 looking down at them. On either side of him stretched long lines of fully armed Marauders. The lines stretched all the way to ends of the southern side and then spilled on to the western and eastern sides, continuing on to the northern side and along that, making a complete ring around the field.

"Even if the city should fly" said XL-Jack-3, "there will always be those left behind to momentarily satisfy us before we resume the pursuit."

(To Be Continued)


	17. Play Time

**Standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 17:**

17 – PLAY TIME

XL-Jack-3 considered his course of action. He could have simply ordered his troops back and let the stranded people fend for themselves. But as that notion was the diametrical opposite of his programming it never even entered his mind. He could also have ordered his men to instantly vaporize all of the people on the field, making their deaths quick and painless. He didn't think of doing that either. Instead he turned to his right-hand Marauder and said "tell the troops to prepare for some fun."

XL-Jack-3's right hand person, a particularly vile combination of man and cyborg who went by the name of Klure, burst out with a fiendish grin and passed the word to his subordinates, who passed it on to theirs', who passed it on, and so forth until all of the Marauders were on edge with anticipation for the coming games. Then a silence fell.

XL-Jack-3 looked down at the crowded valley for a long moment. He turned to address Klure.

"Kill them all" he said, "make sure no one escapes."

Klure pulled out a horn and blew a long blast through it.

"PLAY TIME!" he roared and, pulling out his blaster, he charged down onto the field followed closely by his troops.

What happened next could be called a massacre, but it would be more accurate to call it a wholesale sadistically drawn-out slaughter of innocents. Klure had yelled "play time" and he hadn't been kidding because that's what the Marauders did to those who had been left behind. Most of them were unarmed and these were set upon and killed, slowly if possible. A Marauder might let a victim run for a bit before attacking a small part of him – not to really hurt, not yet – just to see him squirm. It was huge game of cat and mouse, with extended physical torture added for effect. After letting his victim squirm for a while the Marauder would usually then blast the victim's legs, bringing him down. Then, with the victim at his mercy, the killer would slowly begin to methodically tear the person apart. Blasters were put away at this point and knives, yes knives, were brought into play. If the Marauder wanted to be quick (relatively speaking) and get to other victims, he would simply cut off the victim's arms and legs one right after the other and let the victim bleed to death. Unfortunately many Marauders decided to linger over their victims, so first they'd sever the spinal chord at the neck, completely paralyzing the subject who was then utterly helpless and unable to move, although they could still feel. The Marauders who decided to draw out the victims' ordeals would then would take their knives and begin performing unspeakable acts of cruelty. Some slowly skinned their victims alive; some, who thought they were of a more artistic bent, carved gruesomely bloody pictures on the skins of their victims; some of the most depraved ones, who also happened to be hungry, ate their victims while they were still conscious. Many Marauders vied to top each other in cruelty and drawing out the victims' death agonies. Whatever is the nastiest, cruelest, most horrible way you could think of to kill someone probably had some equivalent of it used on that field that day. XL-Jack-3 had trained his minions well.

There were a small number of people from the city who did have weapons on them and who did fight back. In one corner of the field a small skirmish broke out between the Marauders and them, but it didn't make much difference. The city people were overmatched by Marauder fire power. The one positive thing that came out of it for them was that the Marauders took them seriously as enemies, leveled their weapons at them, and wiped all of the armed resisters out almost instantly. Those victims were the lucky ones.

And so it went, while XL-Jack-3, not deigning to take part in the slaughter, watched from the ridge. Finally, after more than an hour he lifted an arm and fired a signal flare over the field.

"Finish what you're doing" he bellowed in an amplified voice, "and return to the field's perimeter for clean-up." The Marauders obeyed. They quickly finished off the last of the victims and fell back to the edges of the field which was now a blood covered mess full of dismembered corpses. At a signal from Klure huge blasters were produced, turned on the carnage, and fired, causing all of the corpses to catch fire. Pretty soon the whole field was one big bonfire of bodies.

The heat was intense and it forced the Marauders back from the field. Only XL-Jack-3 was unaffected and held his place. Slowly the fires began to die down and go out. A deep silence quickly fell on the field, broken only by the crackle of occasional flames still dancing on burning bodies. The marauder troops gazed as one at the devastation they had wrought. All across the plain there was nothing but the remains of burnt corpses, rubble, and ashes. The stink of charred flesh hung heavily in the air. It was clear that nothing would grow here again in a hurry.

XL-Jack-3 gazed on the scene and a grim smile of satisfaction appeared on his face.

"Excellent" he said softly, "truly excellent. No survivors, and no chance of them either. And thus shall we treat Metramegopolis too when we reach it." He turned away from the field and headed back toward camp, gesturing for the troops to follow.

For a little while the remaining fires continued to burn until the late afternoon when the last of them died out. For a long time nothing stirred on the desolate field and an absolute silence reigned. Around sundown a wind came up out of the west and dispersed the remaining odor of the burned corpses. Evening fell and still the silence remained unbroken.

As the late evening twilight began to deepen into true night the silence was disturbed by a small movement near the very edge of the field, a bit beyond where the outside edge of the city had been. Slowly, very slowly, a small mound of rocks was dislodged to reveal a hole in the ground, out of which a small furry head cautiously emerged and looked around.

XL-Jack-3 had been very wrong. Someone had survived the carnage.

(To Be Continued)

**A/N - And that's the end of the second, or "Massacre," section of the story. Grim I know, but this is war. A new story arc begins in the next chapter and will feature several official HTF who we have not seen yet and will be making their debuts in the story. Until then I hope you've been enjoying my tale and please be kind and leave me some feedback! Cheers!**


	18. Petunia Makes A Stink

**Hello everybody! Starting a new section or "arc" in the story today that will last for 7 chapters. I know the last four chapters were unrelentingly grim, so maybe you'll find this next section to be a little (just a little) less so.**

**If you been sticking with the story so far thank you, but I would really love to get some feedback. Yeah776, my one and only reviewer so far, has theorized that maybe people haven't been reviewing because there have been so few official HTF in the story so far. If so, that changes now. In this part several official HTF will be making their debuts in the story so I hope that will satisfy. I call this section the "Petunia Arc" after everyone's favorite skunk.**

**And the standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 18:**

18 – PETUNIA MAKES A STINK

Petunia gazed at the burnt field. Words utterly failed her. For a while she just stared into the deepening gloom as her mind went back several hours and she recalled what had happened.

Although she had an address in Metramegopolis Petunia was rarely in the city. She tolerated urban living when she had too, but she was one of those animals who still preferred the outside when they could get it, especially when rules of civilized living conflicted with their basic natures.

Not that Petunia was an aggressive animal. Far from it. She was actually very even tempered, intelligent, and patient. But she was also a skunk, with all of the traditional skunk attributes. Although her own scent didn't bother her she had found it prudent, when in the city, to wear a very powerful air freshener around her neck just in case something happened. So for some time she had maintained a separate residence outside the city that she often retreated to. Not many people knew about her second home, which was fine with her. It was just an unobtrusive hole in the ground – when seen from outside. Inside it was a fully furnished apartment, perhaps a little more Spartan in the number of amenities it contained as compared to an apartment in the city, but it suited all of her purposes very well.

Petunia had been away from the city for several days and had missed the Mayor's announcements. The first inkling she had had that something unusual was happening was when the sound of the city preparing to take off had reached her in her den, waking her up from a mid-day nap. Not knowing what was happening she rushed up to the surface and looked out of the entrance of her hole just in time to see Metramegopolis starting to rise into the air. She was so startled that she stayed where she was and watched the city rise up, up, up into the sky before leveling off and speeding away to the east. Then, still shocked by what she had seen, Petunia slowly drifted down on to the field with the crowd of other people who had missed the ride.

She was about half-way down the slope at the edge of the city's former site when an instinct warned her to stop. Her mind worked quickly and she realized almost at once that great danger must be threatening. Immediately she turned around and began making her way back to her hole as fast she could. She was still about ten meters from the hole's entrance when the Marauders appeared and XL-Jack-3 gave the order to kill.

As the Marauders ran down on to the field Petunia rushed as quickly as she could towards the entrance to her den. But she had only covered half of the remaining distance when she found her way blocked by two extremely large Marauders who both leered evilly down at her.

"Mmm," growled one of the Marauders, "fresh meat." The other one laughed. They began to advance towards their quarry, quite sure that she would be easy pickings. It only showed how little they knew, because inside the soul of every gentle looking skunk is a savage beast just waiting for the right moment to emerge. Skunks may not have the fangs, claws, muscles, speed, or weight of bigger animals, but that doesn't matter because they have other weapons at their disposal.

"Back off!" Petunia snarled at the two Marauders, "I have bad scent, _and I know how to use it!_"

The Marauders looked at her for a moment, startled, then they laughed, raised their weapons and pointed them at her. That was a big mistake. It is never wise to defy an angry skunk; Petunia didn't hesitate for an instant. She ducked down lengthwise to the ground, raised her tail, pointed it at her enemies, and released a full dose of her skunk odor in their direction. The results were everything she could have wished for. As soon as the Marauders got the smallest whiff of Petunia's distinctive stench they began choking on it so hard that they dropped their guns and doubled over in olfactory agony, gasping hard for breath.

Petunia seized her chance and quickly slipped past her foes. Then, pausing only to make sure that she was unobserved by anyone else on the field, she dived down the entrance to her hole, stopping a meter inside to throw a switch that sealed the tunnel behind her with stones. To an outside observer it would have looked as if the hole had caved in, however to someone who did not know that there was a hole there in the first place all they would have noticed would have been a small pile of rocks.

(To Be Continued)


	19. Meeting With The Mole

**The standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 19:**

19 – MEETING WITH THE MOLE

Although she had sealed the entrance to her lair behind her Petunia could not be sure that she had not been seen going underground. While the massacre raged above she crouched behind the sealed entrance waiting to see if she would be found. For over an hour she stayed motionless, trying not to give herself away, while being overwhelmed by the most horrific sounds she had ever heard. Then suddenly she heard XL-Jack-3 bellow "Finish what you're doing and return to the field's perimeter for clean-up" followed by the thunder of a large number of running feet, and then the sounds of the blasters firing on the field. The heat from the guns flowed through her door and she had to retreat down her hole away from it. Then, receding sounds of retreat, followed by silence broken only by the occasional crackle of flames from above, then, after what seemed like an eternity, even the crackle of the flames died away and there was only silence from above. Even then Petunia didn't venture out. She stayed behind the entrance to her hole until well after when she knew the sun would have set.

Finally, when she had waited so long that she knew the sun would be down and the evening well advanced, she unsealed the front of the hole and looked out to see the scene of devastation that the Marauders had wrought. After gazing at it for what seemed like forever to her (but was actually only a few minutes) she turned around and went back down her hole.

All the way in the back of her underground lair she kept a communication station that operated on a secret signal. Because Petunia was more than just a resident of Metramegopolis with a taste for country living; she was actually an intelligence agent from the Animal City on the other side of the continent. She was not a spy against Metramegopolis however. Her actual target of observation was the Marauders. It had been decided by agents in both cities that the best place to observe the Marauders was at Metramegopolis since that was almost always the primary target of their attacks. Petunia was a member of this dual-city intelligence force that gathered information on Marauder activities. Her lair outside the city was also the place where she reported back to the Animal City whenever she needed to speak directly to her superior there as opposed to her colleagues in Metramegopolis.

As soon as she reached her station she activated the secure signal on which it transmitted and sent out the top "emergency" signal. The system came to life at once, and Petunia found herself facing a perfect hologram of the head of the Animal City Intelligence Network himself. His real name was unknown to most people, so he was simply known as "The Mole" to his underlings, which was appropriate as he was actually a mole. He affected a pose of being blind, even going so far as to wear dark glasses and carry a stick, although he actually wasn't blind. But the pose tended to distract people from suspecting that he was the most powerful intelligence agent in the world. His neighbors all thought he was an old but harmless eccentric. His glasses also obscured his face enough that most people didn't know what he really looked like. Petunia had never seen his face fully revealed.

"Sir!" Petunia gasped. She was not used to speaking to the Mole himself, but he gave her no time to recover.

"Agent PE, Report" said the Mole briskly.

"Uh, yes sir" Petunia said, trying to regain her balance, "Metramegopolis has taken off."

"We know" said the Mole, "our long-range sensors detected it, and Toothy sent us a briefing just before it happened."

"Oh" said Petunia, not sure what to make of this.

"What is your story agent PE?" asked the Mole.

Petunia immediately related everything she had seen that day.

"So you were left behind?" said the Mole.

"It was an accident" protested Petunia.

"No" said the Mole, "it's an opportunity. Now that Metramegopolis has flown away we have no operatives to track the Marauders right now. Yet we need to have an accurate idea of the position of their high-command at all times. It's vital to our survival that we not lose them."

"But how?" asked Petunia, "there are no animal Marauder spies, because there are no animal Marauders."

"Yes," said the Mole calmly, "so we've had to find some other way to trace their movements. It's a very dangerous assignment though so I won't order you to – ."

"I'll do it" said Petunia promptly.

"You don't even know what it is yet" said the Mole, "the chances of successfully doing what needs to be done and surviving are very small. I can send someone else."

"Anyone you send will have to be briefed first" said Petunia, "and it will take extra time to instruct them on everything they'd need to know about this area. I'm here. I know the situation. I can begin work as soon as you tell me what needs to be done."

The Mole thought about this for a brief moment.

"All right" he said, "but I'm going to have someone standing by ready to step in, just in case. You have your emergency teleporter on hand?"

"Yes."

"Keep it with you at all times from now on. Here's what we need you to do..."

(To Be Continued)

**A/N - Ooh! Suspense! Just what does the Mole want Petunia to do? Find out more in the next installment, and don't forget to post a review!**


	20. In The Enemy Camp

**The standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 20:**

20 – IN THE ENEMY CAMP

Although XL-Jack-3 was an extremely brutal, efficient, and above all logical leader, not all of his followers were as competent as they should have been. Whenever you get a large collection of people who are mainly out for themselves and are kept in line mostly by fear and brutality, there are always going to be weak spots in the regime. So it was when it came to the security of the perimeter of the Marauder camp. The camp, rather than being efficiently organized, regimented, and guarded the way an effective military fortress should be, was instead loosely clustered in a haphazard fashion. Of course the damage inflicted on it earlier that day by Splendid and Flippy didn't help either. At any rate, although there was supposed to be a perimeter guard all around the encampment, in reality there were many unwatched holes in the border that a clever spy could easily penetrate.

It was in the dead of night and most of the Marauders were sleeping. After they returned from the massacre most of them had celebrated a "splendid victory" in the usual manner of such things: they got very drunk and fell into deep stupors from which not even a supernova explosion could have awakened them (needless to say the following morning saw an enormous collective hangover, but that's war). It was into this drunken and silent camp that a small figure quietly slipped and made its way as quickly as it dared toward the center of the encampment.

Petunia moved furtively in the darkness, darting here and there in order to stay in the blackest shadows and avoid both lights and any wakeful Marauders. She met no one on her way through most of the camp and heard little except for drunken breathing. She was not reassured by this, however, because she knew the center of the camp would be a different story.

It was. If the outer camp was totally haphazard, disordered, and not well secured, the central camp was everything the outer camp was not. A clear circular space divided the two parts of the camp so that it would be impossible to slip through tent shadows to get to the inner camp unseen. The inner camp itself was made up of larger, better kept tents and shelters that were more clearly organized in rows. There were guards posted all around the inner camp every ten meters or so, each standing beside a lighted torch. It looked like a hopeless task to get into the inner camp unobserved. Petunia, hanging back in the shadows, considered turning back.

However just at that moment one of those freak chances that cannot be predicted occurred. It was a partly cloudy night. It was also quite windy. As Petunia hesitated over what to do a thick cloud suddenly covered the moon, substantially darkening the night. At the same moment a strong wind sprang up which extinguished several of the torches in front of where Petunia was, making the area almost pitch black.

"Damn" swore the guard who was two places to the left down from where Petunia was hiding. He called to the others. "Help me relight this thing."

"I'll do yours if you'll do mine" said the guard next to him. The guard directly across from Petunia snickered.

"Ha, ha. Whatever" said the first guard, "c'mon."

The second and third guards, both still laughing, moved toward the first guard. A fourth guard, whose torch had also gone out, followed. The way into the inner camp was suddenly open and Petunia, realizing she might not get another chance, sprinted as quickly and as quietly as she could across the space and into the opening between the nearest tents, where she dived into another shadow. There she froze and waited.

"Did you hear something?" came the voice of the first guard. Petunia couldn't hear what the other guards were saying very clearly but it sounded negative, although uncertain. One of the torches had been relit by this time and two of the guards headed back toward where Petunia had entered the inner camp. They looked at the ground as they did. It was lucky for Petunia that the place where she had crossed into the inner camp was a patch of exposed bare rock, so there were no signs to give her away. The guards flashed the torches around the area, and even once into the opening between the tents where Petunia was. She cowered down as far as she could into the shadows and, fortunately before the light reached her, the guards decided they were satisfied that there were no intruders and went back to their posts. Petunia had escaped detection (for the moment at least) and had successfully entered the Marauder inner camp.

(To Be Continued)

**A/N - Wow! So what sort of crazy mission could possibly have Petunia entering the Marauder camp alone? Find out next time, and meanwhile please leave me some feedback and let me know how you like the story!**


	21. Setting The Bug

**The standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 21:**

21 – SETTING THE BUG

The inner Marauder camp was not very large and Petunia had no trouble finding the command tent. It stood in the exact center of the camp and was by far the largest one. This was XL-Jack-3's own tent and it was as big as a five story building, which it had to be considering the size of the occupant. Looking at it, Petunia felt like she had shrunk to the size of a mouse looking at a normal-sized house. And somehow she had to get inside that tent.

Her task sounded simple: she was to try to place an electronic "bug" somewhere in the tent where it was not likely that it would be found, but where it would allow observers back in the Animal City to monitor everything that happened in the tent. Simple, right? All she had to do was actually do it.

Petunia knew it that her chances of success were very slim; before she moved from her concealing shadow she listened very carefully for anyone moving around. All was silent so she crept as quietly as she could across the open space to another shadow right by the entrance to the central tent. Again she waited for sounds of danger. Again all was silent. With great trepidation, but also firm resolve, she cautiously peeked in through the opening of the tent. There was no one within.

A quick glance inside was enough to show Petunia that there were few real hiding places. The tent was sparsely furnished; there were only four objects in it. One was a chair – a really, really, BIG chair. It was entirely functional in its design, with no decorations whatsoever. It was standing beside an enormous table, the top of which was far above Petunia's head, so if anything was on it she couldn't see it. There was also a bed, also really big and also functionally made. This last surprised Petunia as it had been widely rumored that XL-Jack-3 never slept. Finally, over at one side of the tent was a big cabinet with no door. Inside was a dual computer / communication console and a whole bunch of huge drawers.

Petunia considered. If she was to complete her mission it had to be now. Taking a second look in the tent she made her decision. As quickly as she could she ran across to the communication cabinet. She was able to enter the space between the communications system and the drawers quite easily. She made her way to the very back of the cabinet and found that there was enough space behind the communicator and the cabinet's back for her to duck out of sight.

Once she was hidden she reached into a small pouch she was carrying and brought out the bug. It was an extremely tiny disc, so small that unless you were either looking for it (and knew it was there) the chance of your seeing it was extremely slim. However it was extremely powerful; not only could it detect all sounds made in its area, but it also had the ability to filter out extraneous noise from speech. Also it contained an analyzing mechanism which would allow it to scan anything it was attached to and get all the details of it, both inside and out. Only the Mole knew how it worked, although he said that he had made a written record of how to make one for his successor, just in case anything should happen to him.

Petunia looked at the back of the computer system. It was mostly smooth and featureless, but there was one place where inputs entered the back of it. Here there were holes that she could look in, and one of them was even big enough for her to reach inside. Carefully she put her paw through the hole and felt around, hoping not to trip any security alarms. She needn't have worried though; it was also said that XL-Jack-3 didn't need security alarms for his personal tent.

Inside the hole she found a flat surface where she could place the bug. She put it there and it stuck at once. She tapped it once. For one second it glowed a bright red; this was only to let the placer know that it had been activated and was working. Petunia removed her paw from the hole and leaned back against the back of the cabinet. Mission accomplished. They would already know back in Animal City that the bug had been successfully placed. There was nothing more for her to do here.

Like all Animal City field intelligence agents Petunia had been issued an emergency teleporter. This device would, when activated, immediately transport the user to the Mole's office. However as a safeguard should any unit fall into unauthorized hands, each device was personalized to its keeper. It "knew" its rightful owner. If anyone else tried to use it the unit would explode in their hands. The teleporter was an emergency device only to be used as a last resort, as it could only be used once before going inactive. Petunia didn't want to use hers if she didn't have to because she knew that as long as the main Marauder camp was here it would still be necessary to have observers nearby to keep tabs on it (the bug only traced the tent, not the whole camp). She therefore began to slip out from behind the communication system.

Before she got out of the cabinet she heard the very last sound she wanted to hear: heavy footsteps just outside the tent – not ordinary footsteps, but really, really heavy ones. Only one being made footfalls like that. Petunia immediately ducked back into the cabinet. Sure enough those footfalls came into the tent – and stopped.

"Thank you Klure" said a Huge Voice that Petunia had never heard in person before but immediately knew who it belonged to, "that will be all until first light."

"Yes sir" came an oily voice from what seemed like outside the tent, then smaller footsteps fading away.

As quietly as she could Petunia peeked out from behind the computer console – and held her breath. It was as she had feared: XL-Jack-3 was standing just inside the entrance to his tent.

(To Be Continued)

**A/N - Wow! Petunia's in quite a spot! What will she do? Find out next time, and meanwhile please leave me some feedback and let me know how you like the story!**


	22. Achilles Heel

**The standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 22:**

22 – ACHILLES HEEL

Although Petunia knew quite well what XL-Jack-3 looked like from all of his images, she had never seen him in person before, nor had she expected to. And she definitely had never thought that she would see him from so close (few people on her side of the war did and lived to tell about it). Although she cowered down in her hiding place she still had a good view of him and she looked at him with total fascination, even awe. Yet all the time she kept her paw right by the teleporter control. It was because of her quick escape route that she wasn't as afraid as she might otherwise have been. Her smallness also helped her to stay out of sight.

For a long moment XL-Jack-3 stood motionless just inside the entrance to his tent until Petunia began to fear that he sensed her presence. But then he seemed to collect himself; he closed the tent flap behind him, walked across to the table, and sat down at it. He began to look at stuff on the table. The table was several meters above where Petunia was and she couldn't see what he was looking at but she presumed it was war intelligence. Whatever it was he went through it quite quickly. He then seemed to make a few notes (or something of that sort, Petunia couldn't really see this either) before pushing his chair back from the table and standing up. Then he did three things that Petunia never expected.

First he yawned.

Then he stretched.

Then he went over to the giant bed and lay down on it on his back.

Petunia watched these actions with amazement. It had never occurred to her, or anyone else that she knew, that a being like XL-Jack-3 would ever rest, or even need to rest. As Petunia looked on, fascinated, the giant being reached down to his thigh and seemed to tap something that could not be seen. Then he sighed and became still. After another moment the glow in his eyes dimmed. Then silence.

For a long time Petunia remained where she was, staring unbelieving at what she had just seen. She knew in some vague way that she ought to have teleported away a long time ago and that her friends back at the Animal City would be seriously worried, yet she couldn't move. She just looked and looked at the large figure lying on the bed. Slowly her gaze swept lengthwise down the body, from the head, to the shoulders, to the torso, and so on down the legs all the way to the feet where, after a few moments, she saw something quite odd.

XL-Jack-3's left leg was hanging over the side of the bed at the knee joint. The lower half of his leg was of such a length that the foot was able to lie flat on the ground. Right at what would pass for the ankle joint Petunia noticed a small dark spot, like a tiny hole. Reaching again into her pouch she brought out a tiny pair of field glasses that she focused on the spot. There was no doubt; it was a hole right below the joint. It had probably once been covered by a cap, or had a bolt inserted into it, but now there was nothing. Probably there didn't need to be but as Petunia looked at it a mad idea occurred to her. She stuck her paw back into her pouch and brought out a second bug. This bug was a standard back up for the first one and was only meant to be used if the first one failed. She gripped it tightly and silently slipped out from her hiding place.

Not knowing how much time she would have Petunia tried to move quickly across to the bed without making any noise. This was not easy because the tent was set on stony ground and Petunia had to be careful from knocking her claws on the hard surface and making noise. She had to move a lot more slowly than she would have liked, and always she kept an eye on that towering figure lying above her. But the Marauder leader never moved.

At last Petunia reached XL-Jack-3's left foot. The hole into the joint was right in front of her and it was big enough for her to insert the bug. Cautiously, even fearfully, she reached through the hole to find a good spot. She was almost certain that XL-Jack-3's body must have an automatic defense system of some sort and she expected to be killed at any second. But again, nothing happened.

"What is this?" Petunia said to herself, "can this really be happening? Shouldn't I be dead?" But her own continued breathing showed that she was, in fact, still alive, and, although she couldn't understand how she could be so successful in approaching and touching her people's worst enemy, she realized that such an opportunity might never come again. She hesitated no more than a fraction of second; she felt the inside of the ankle joint, found a flat surface just inside the hole, put the bug on it, and tapped it to activate it. It glowed bright red, as it was supposed to, then went dark again like the first one had.

Petunia didn't stop to experience any satisfaction from what she'd just done. She pulled her paw out of the hole and took a step back from the giant bed. Without pausing a second she hit the control of her teleporter, vanishing immediately from XL-Jack-3's tent. The teleport took her instantly across the continent to the Animal City. She materialized in the Mole's Office where she found the Mole himself waiting anxiously for her.

(To Be Continued)


	23. Results

**The standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 23:**

23 – RESULTS

"What have you done?" the Mole demanded as soon as he saw Petunia.

"What?" said Petunia, a little dazed after the transfer. She picked herself up from the floor and examined her body to make sure it was all there.

"The most incredible readings have just started to come in" replied the Mole. "In addition to the first bug you placed on the communications system (which is fairly straight-forward), we've just started to get a second set of readings that are completely unexpected. So again I ask you, what have you done?"

Petunia told the Mole everything that had happened. For a long time he said nothing, but just looked at her.

"I never would have believed it" he said at last, "you are the first person I know of who has ever been so close to XL-Jack-3 without his knowing about it."

"That doesn't seem right somehow" said Petunia, "it's almost too easy."

"No" said the Mole, "remember we don't actually know very much about him. We've always accepted the stories of his invincibility, but what concrete evidence do we really have? Getting data on him is so prohibitively difficult that the very few real facts we have are all mixed up in rumors and legends that we've grown to accept as truth. I think the Marauders know it too." The Mole smiled. It was not a very nice smile. "However" he continued, "it would seem that even the best of us make mistakes."

"Sir, you don't have to justify yourself –

"I don't mean me" said the Mole.

"Oh!" said Petunia, with dawning comprehension. At that moment the Mole's personal communicator sounded. The Mole checked to see who was calling, and then activated his end. The projection system sprang to life and a hologram of a porcupine appeared.

"Go ahead Flaky" said the Mole.

"Sir!" exclaimed Flaky, "we're getting the most incredible data coming in. I've never seen anything like it."

"Useful I hope" murmured the Mole.

"We don't know yet" said Flaky, "it doesn't make too much sense so far, and some of it seems to be encrypted; we're not sure how."

"Then make sense of it" said the Mole, "do whatever you need to do to decipher it. I want teams working on this round the clock until the job's done. This data may be the most important bit of intelligence we've ever gotten. If you need extra people, pull them from other projects. I give you the authority."

"Yes sir" gulped Flaky, "what are we dealing with here?"

"That's for you to discover" said the Mole, "and this is receiving the highest classification. No one who is not working on this project is be told anything about it. Make that clear to everyone you use. Keep me posted on anything you discover. That is all." Flaky's holograph vanished.

"It looks like it won't be quite so easy to get the inside information on XL-Jack-3" said the Mole, "but that's not really surprising. I just hope we can figure it out in time."

"Sir, is there anything I can do?" Petunia asked. The Mole looked thoughtfully at her.

"You've done enough" he said quietly but in a voice that held great respect. "Agent PE, if this pans out then you can do nothing for the rest of the war and your place in the pantheon of great heroes will still be secure. I can't think of anything else that you could do which would match what you just did today."

"Thank you sir."

"I suggest you go home and get some rest. You've earned it."

"Home" Petunia murmured, "I haven't seen my house in this city in over a year."

"It's still there" said the Mole with a smile, "we've had it maintained for you ever since you left for Metramegopolis. Standard procedure for all field agents you know."

"Thank you."

"Not all. Good-night Petunia."

Petunia started.

"Sir"

"Yes?"

"You used my name – "

"Yes, you've earned it." There was no higher praise the Mole could give than to use an agent's name rather than their designation. It meant that he recognized their services and considered them equals in the field. There were very few covert agents that the Mole called by name (and only if they were alone), and all of them were the best of the best.

"Good-night Sir" said Petunia with gratitude in her voice as she left the office.

(To Be Continued)


	24. Deadline

**The standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 24:**

24 – DEADLINE

After Petunia left his office the Mole sat in a meditative silence for a few moments thinking over what he'd heard. Then, coming to a decision, he left his office and went down to the computer surveillance lab where he found Flaky deep in consultation with Nutty.

Nutty was a squirrel of extremely high intelligence; like Flaky he was a computer expert, however unlike the porcupine (and just about everybody else he knew) he went in for a lot of esoteric research involving older models and obsolete systems. Much of his time was spent scouring ancient computer records and databases learning the history of computer design and A.I. technology (at least as much of it as was still available in the After Times), until he had amassed an enormous collection of information. Most of his colleagues and friends took very little interest in his studies; indeed few of them saw any practical value in it, especially when dealing with the very present problem of defense against Marauder attacks. Sometimes they even thought he was crazy to bother with it. That wasn't really why he was nicknamed "Nutty" though; he got that name mostly because of his energy – he was almost hyperactive and could rarely sit still for more than a minute; that and his being a squirrel, with his esoteric interests thrown in for good measure, had all added up to his friends good-naturedly thinking he was "nuts."

The truth, however, was that he was anything but nuts. Every now and then the oh so practical and up-to-date experts would run up against outside systems that they didn't understand. When that happened Nutty was usually the first one they called in for help and he was usually able to set them straight. It was only natural that Flaky called in Nutty when he realized that the data he was getting was from a system he had never seen. The problem, as the Mole found out when he walked in on them, was that Nutty didn't seem to recognize the system either.

"Wow" Nutty was saying when the Mole arrived, "whatever this is, it seems to be arranged in an incredibly defensive manner, as if whoever wrote the program didn't want anyone else to be able to figure it out."

"That" said the Mole, "is probably true. Let me tell you what we're dealing with" and he quickly filled them in on Petunia's mission. Flaky gave a low whistle; Nutty jumped up on to a nearby desk and did a paw stand.

"Wow!" he exclaimed, "an XL-Jack! How I've wanted to study one!"

"Now's your chance" said the Mole, "do you have any data in your library about the workings of the XL-Jack series?"

"I'll have to look" said Nutty, pushing off from his front paws and landing in an upright position on his back ones, "maybe though. From everything I've ever found out about them the original builders of the series were supposedly professional arms dealers. They wouldn't have been as secretive as a national government – at least we know that many nations had XL-Jack models in the Before Times."

"I wouldn't want to have lived then" said Flaky with feeling, "one XL-Jack is more than enough, but a whole series of them fighting each other?"

"Be that as it may" said the Mole, "anything you have could be very important. It's crucial we be able to figure out the technology of these systems. It may be our only chance to finally win this war for good. And we need to do it fast."

"How fast?" asked Flaky nervously.

"Metramegopolis took off this morning. According to all the information we have it's headed east, towards us. We have until it arrives to crack this problem and find something, anything, that we can use to destroy this monster."

There was a silence as both Flaky and Nutty took this in.

"How soon until they arrive?" asked Flaky.

"The city traveled at a speed of 2,000 kilometers per hour for exactly thirty minutes earlier today" said the Mole. "It put a thousand kilometers between itself and the Marauders. But it can't travel that fast very often or for very long. It slowed down almost to a halt at the end of that time, and is now floating slowly eastward. We estimate it's somewhere between 2,000 and 2,500 kilometers west of us at the moment. You have some time, but I don't know how much. They won't arrive today, tomorrow, or probably even in the next few weeks – "

" – But sooner or later they'll be here" said Nutty, getting down on all fours, and preparing to scamper out of the room.

"Exactly" said the Mole seriously, "and when they arrive we have to have figured these systems out. It's the most important thing we can do."

"Then what are we waiting for?" exclaimed Nutty, "I'm on the case, and I won't stop until I find something!" With that he jumped off the desk and streaked out of the room. The Mole and Flaky watched him go.

"Good luck" said the Mole to Flaky as he prepared to go back to his office, "I'll be waiting for good news."

(To Be Continued)

**A/N - And with that we conclude the third major section of the story, the "Petunia Arc." In the overall scheme of things the events of this arc are going to cast a very long shadow - but not yet, not for some time. But it will happen.**

**BTW, in case anyone was wondering, in this story Flaky is male. When I first started this story Flaky's gendered had not been specified by the HTF team. By the time that debate was settled this story was so far along that it wasn't worth it to go back and change it. Not that it really matters of course. This is fan fiction after all, and very AU at that!**

**So after three story arcs and 24 chapters how do you all think this story is shaping up? Please leave me some feedback and let me know!**


	25. Floating

**A/N - Hello again everyone! Welcome back to a new section of the story which starts today and runs for the next ten installments. I nominally call this the "Trouble Makers" Arc.**

**Meanwhile the standard disclaimer: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 25:**

25 – FLOATING

Now we have to return west across the continent and back to earlier in the day to meet up once more with the city of Metramegopolis in the place where we last saw it – speeding east at a rate of 2,000 kilometers per hour.

During the 30 minutes the city was flying at accelerated speed almost everyone remained near a window or a video screen and watched the land flow by underneath them. The area where the city had been located before take-off had been very close to the western edge of the continent. The western ocean, although it could not be seen from the roof of the city, was actually very near to the city's western gate. The land of the coastal area was somewhat hilly, but not that rugged, with a lot of flat patches. That all visibly changed almost as soon as the city began moving east. High, rugged mountains appeared very quickly and the city's guidance system had to react quickly to them. Fortunately most of the peaks did not reach high enough to affect the city's progress, but the guidance system still had to watch out for possible hazards and avoid them. There were more than just a few very nervous people watching the land go by during that initial flight. When the city finally slowed back down and came to a stop more than one person gave an audible sigh of relief.

In Toothy's office the little group that had been watching the land go by sat in silence for several minutes after the city came to stop. As far as they could see the land below the city was mountains, mountains, and more mountains all the way to the horizon (and probably a good deal beyond too). And not pleasant gently sloped mountains either; these were jagged, steeped-sided, rocky mountains. Complete mountain wilderness. The lower slopes were thickly forested, but the land above the tree line was bare and rocky. A few of the peaks had snow. Then, almost as if a signal had been given, all five of the watchers exhaled simultaneously.

"Well" said Barry standing up from his place, "that was quite something."

"I wonder where we are" said Flippy, "and please, don't say that we're in the mountains."

"These mountains all had names once" said the Buddhist Monkey softly, "I suppose if we searched the central computer hard enough we could find them again."

"That's not a bad idea" said Flippy thoughtfully, "even if no one has lived in this part of the world for thousands of years it would be much easier to plot strategy if we had definite names to put on these locations instead of just referring to them as, say, "mountain 300, or valley 458"."

"Wherever we are" said Toothy, "it's a thousand kilometers east of where we started. Hopefully it's far enough away from any Marauders that we won't have to worry about them for a little while and can start gathering our full strength."

"Will we land now?" asked Splendid.

"No" said Toothy, "the plan is stay airborne at least until we reach the Animal City, and then – " but at that moment the "incoming call" signal sounded on Toothy's office communicator. He went to his desk, touched the switch, and immediately the holograms of the rest of the Council filled the room.

"We have successfully terminated the speed function and brought the city to a full stop" said Robot.

"Good" said the Mayor, "what is our next move?"

"I suggest we continue east" said Robot, "but at minimal speed. We should not use the full thrust unless absolutely necessary."

"It may be necessary again at some point" growled Virgil, "but for now, I agree. We could use a rest. We should remain in this location until tomorrow so we can get our bearings and plot the most efficient path east that we can."

"This might be a good chance to find out what these places used to be called" said Flippy to the Buddhist Monkey, "why don't you and I see what we can find out?" Buddhist Monkey nodded. He and Flippy left the office.

"Sniffles you should help them" said Toothy to the Sniffles' hologram. Sniffles nodded, terminated his connection, and disappeared from view.

The meeting ended shortly after that. Virgil and Robot said they were going to do a quick inspection of the city's flight equipment to make sure that the full thrust period had not damaged anything. Everyone else decided to take a rest, or eat a meal, or do whatever. Toothy declared that he was going up to the city roof to see the view. Barry decided to join him but Splendid declined, saying that he needed to wash the feel of battle out of his system.

"Better bring a coat" Toothy said to Barry, "it'll probably be very cold. That won't bother animals like me and Splendid, but it will bother a human like you." Barry nodded.

(To Be Continued)


	26. On The Roof

**As always the standard disclaimer applies: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 26:**

26 – ON THE ROOF

The roof of Metramegopolis is a popular place to go. Even when the city is at rest on the ground the roof is still thousands of feet high so the views are always spectacular. It's not dangerous either because force fields around the edges of the roof keep safe anyone who might be foolish enough to climb past the physical barriers. It's always cool up there because of the winds and breezes that are fairly constant up high, although, since the city had been located in an area that was near the tropics where it was almost never cold at sea level, it hadn't often been too cold even on the roof. On days when there was a heat wave and people didn't want to stay cooped up inside the city (even with the air conditioning) the roof was a natural place to go to cool down.

That would all be changed now that the roof was several thousand feet higher up than it had been just that morning. As Toothy had predicted it wasn't cool anymore, it was quite cold. The air was also markedly thinner, although people could still breath it unaided and receive adequate oxygen as long they didn't push themselves too hard before acclimatizing to the altitude difference.

It was in the very late afternoon that Toothy and Barry emerged from a city tower door and walked out on to the city roof. The flat deck of the roof stretched for several kilometers in all directions and it was only at the very edges of the city that you could see the land below. Toothy and Barry did not have to go far to reach its edge because, since Barry needed to get a coat, they had first gone to his house. That had taken them to the top residential level where he lived under Dane's guardianship. Dane was asleep when they got there so they left as soon as Barry had put on warmer clothes and took the short walk to the nearest place where they could gain roof access. It was only about 100 meters from Barry's door to that gate. Since his apartment was also on the edge of the city Barry and Toothy found themselves quite close to the edge of the roof when they got outside. The wind was blowing quite noticeably but it wasn't that bad. Nevertheless Barry drew his coat tighter around him. Toothy did not seem bothered by the cold at all. The roof was completely deserted as the Mayor had extended the ban on roof access until the next morning, although this rule didn't apply to the Council members themselves.

Toothy looked around appreciatively.

"Beautiful" he said, "just beautiful." Barry had to agree. The view from the edge of the roof was spectacular. They could see the land stretching away for many kilometers. It was mountainous wherever they looked – an uninhabited wild, primal mountain wilderness. The colors of the scenery were tinted an extra shade of red by the sun, which was low in the sky and close to setting. The clouds had also been painted lovely shades of red in some places, and they hung in the air quite close to the roof. If the city had floated a little higher they might have actually been able to touch some of those the clouds.

"I wonder what it would be like to live here" Barry murmured.

"A lot colder than the place we left" said Toothy, "especially in the winter time. Oh! Look at that." He was pointing to some more clouds not far from where they were, only these clouds were floating near the city a little below the level of the roof. They were colored an orange red by the setting sun. Barry gazed at them.

"Funny to see clouds this way" he said, "I wonder what it would be like to be up here above the clouds when you know its raining down below?"

Toothy said nothing. For a little while the two of them watched the clouds float slowly by, getting redder as the sun sank towards the horizon. It really was a spectacular sunset, as Toothy eventually repeated.

"Yes" agreed Barry a little wistfully, "I wish my parents could be here to see it."

Toothy glanced at Barry out of the corner of his eye.

"How long has it been?" he asked quietly

Nine years. I was six. I can barely remember them a lot of the time now."

Toothy nodded. "It often seems that way as we get older" he said, "but you never really forget. Not really." Barry said nothing.

They stayed there for a little while longer, watching the sun go down while playing a color show with the clouds and sky. They didn't say much, but just kept the kind of comfortable silence that only really good friends can have. When the sun was finally down and night began closing in Barry stirred himself against the increasingly cold wind.

"Let's go in" he said, "it's getting too cold up here."

(To Be Continued)


	27. Practicing

**As always the standard disclaimer applies: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 27:**

27 – PRACTICING

After the excitement of the city's first fast move life in Metramegopolis began to settle back into a routine. It wasn't quite as it had been before; the city remained floating several thousand feet in the air, slowly drifting eastward. Permission to fly down to the ground was extremely limited so, starting that next day the roof became, once again, an extremely popular spot for the residents to go. However it didn't stay as popular as usual because of the greater cold and the increased thinness of the air. It wasn't too long before most people decided to get their views of the scenery from indoor viewing stations, leaving the roof relatively empty most of the time.

So the days slipped by, eventually turning into weeks. Although the city remained on constant high alert the time was an uneventful one.

Barry was not deterred by the cold on the roof and he often went there in the late afternoons to practice his fighting skills. Ever since he could remember Barry had been a student of hand-to-hand martials arts combat. Although, like everyone else in the city, he was trained in the use of blasters and other guns, he preferred fighting with his bare hands. The style he practiced was unique to himself, mainly because a lot of information on the older styles of fighting had been lost during the wars of the Before Times. What information that remained regarding the ancient fighting techniques was spotty at best so he was forced to improvise. He had learned the basic fighting techniques mostly from Flippy who had initiated him into techniques to improve his stamina, strengthen his endurance, and build the power of his muscles.

During the last few years Barry had begun practicing new moves of his own invention. Since he practiced moves with an eye to actual combat use he had begun making moves that used three main parts: Precision, Speed, and Force. Precision allowed him to place any move wherever he wanted. It also allowed him to judge what moves would work best in situations where his options were limited. The use of precision also allowed him to read his opponents' moves, even to the extent of being able to judge exactly where and when a Marauder was going to fire a gun. Speed, naturally, allowed him to be able to avoid his enemies' attacks. Speed also helped offensively by 1) Allowing him to move quickly to get at an enemy, 2) Make his movements fluid enough to be confusing, and 3) making him that much harder of a target to hit. Using Precision and Speed together in an attack allowed him to direct the Force of his blow much more effectively. A precisely aimed hit, carrying as much speed as he could give it in delivery for maximum impact, was something he was always working on.

Practicing in the thinner air of the city roof during flight helped increase Barry's endurance even more, as he was starting to find out. He wondered if he would lose this added stamina once the city landed.

Emily joined him on the roof one evening a few weeks after take-off. She found him deep in practice. She also found that he was not practicing alone as Flippy was with him. He was standing about five meters away from Barry and he was holding a blaster in his right forepaw which he was aiming in Barry's direction. As Emily watched, Flippy fired blasts at Barry who expertly dodged each one. At first Flippy only fired single shots giving Barry a chance to recover, but it wasn't long before he began firing more frequently until he was shooting an almost steady stream of blasts. Barry had to move faster and more fluidly to keep dodging the blasts, and he did this by a series of movements that had an almost elegant, dance-like quality as he jumped, flipped, spun, ducked, leaped, cartwheeled, and so forth, to keep from getting hit.

Suddenly Flippy stopped shooting and motioned Barry to move to a spot another five meters further away from where he already was. Once Barry took his new spot he and Flippy faced each other for a long moment. Then Flippy aimed the blaster again.

"Now" said Flippy, who began firing at an even faster pace than before. Once again Barry began to dodge the shots, working harder as the blasts came more quickly. After a few seconds he began to move in towards Flippy, closing the distance between them. His movements got even faster and more precise as the space between them lessened because he had less time to react to each shot. Yet he kept moving, getting closer and closer to Flippy, who increased the pace of his firing even more until it seemed impossible that anyone could dodge shots coming so quickly. Barry had to move so fast to avoid getting hit that his movements seemed to blur.

Then suddenly he was on top of Flippy and his left hand shot out and grabbed the underside of the blaster grip and trigger and pushed the gun up until Flippy was aiming at the sky. Then, before Flippy could react Barry twisted the blaster out of his paw, somersaulted back out of his reach and came to rest aiming the blaster back at him.

There was a long pause as the two fighters faced each other. Then Flippy smiled.

"Good" he said. Barry smiled back, lowered the gun and handed it back to Flippy.

"Your skills have really come along" continued Flippy, "I'm very pleased. I didn't hit you even once. No wonder you beat that Marauder."

"If he'd hit me – " began Barry, who stopped and shrugged. Flippy turned to leave.

"I'll see you again tomorrow if you like" he said, "we can do some weaponless bare-handed fighting."

"I'll be here" said Barry. Flippy greeted Emily briefly as he left the roof. Emily came to Barry and they kissed briefly.

I remember the first time I saw you do that" said Emily, "I thought you were crazy. I was afraid you'd get killed. Thank heaven for the stun setting!"

"I remember the first time I had you fire the blaster; I was afraid you would kill me!" responded Barry "Thank heaven for the stun setting!" They both laughed.

"You aren't thinking of increasing the setting, are you?" asked Emily.

"Don't be silly" said Barry, "I may be reckless sometimes – "

"You're telling me!"

" – but I'm not an idiot, thank you very much! Shall we go inside?"

They began moving toward the roof exit.

"Nice sunset" murmured Emily.

"It usually is" said Barry. Emily pointed west.

"Look at that" she said, just before they reached the exit, "I wonder what it is."

Barry looked where she was pointing. It was difficult to see much because the sun was almost directly ahead of them. He squinted to try to make out what Emily had seen.

"Is something flying around out there?" Emily murmured.

"Shouldn't be" said Barry, "no one's authorized to leave the city right now – at least we'd know if anyone was." He stared more intently, shielding his eyes with his hands. Then suddenly his eyes widened.

"Get out of sight" he gasped, and grabbed Emily and pulled her behind the exit box.

"What is it?" whispered Emily.

"Marauder Scouts" whispered Barry, "they've found us."

(To Be Continued)


	28. Surveillance

**As always the standard disclaimer applies: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 28:**

28 – SURVEILLANCE

As you may remember when XL-Jack-3 had realized that Metramegopolis had taken off and flown away he had assigned a pair of his top scouts to follow and find the city. They had done just that, and fairly efficiently too. Obviously they didn't find the city at once; it had gotten a big head start on them, but, reasoning that such a large structure would not be very maneuverable on short notice, they decided that if they traveled due east from the spot where the city had taken off they would eventually catch up with it. They were right, although it was many days before they actually managed to reach the city. They had to follow the city on flying one-man scooters, neither of which were very fast and which were also fairly primitive, making them less maneuverable than they should have been.

Somewhat primitive technology was a chronic problem for the Marauders. The nomadic lifestyle that most of them led made it difficult to have sustained scientific development. XL-Jack-3 was quite aware of this problem, but since his mind was geared more toward destruction than creation it didn't bother him much. Most of the technology the Marauders possessed was stolen from their victims, and this included the vehicles the two Marauder scouts used to follow Metramegopolis. Not that they weren't functional, they just weren't state of the art. However they did enable the scouts to follow the city and, after the delay caused by the age of the machines, the scouts did indeed catch up to their quarry.

As soon as they sighted Metramegopolis the two scouts sent a message back west to XL-Jack-3. His first reply was simply to keep the city in view but to do nothing and, above all else, to not be seen. The scouts spent the next couple of weeks doing just that while awaiting orders from home. When the orders finally did come they were somewhat unexpected. They were told to stay where they were, do nothing more than they were already doing, and brief the two reinforcements who were coming. The scouts didn't have a problem with that, but were puzzled as to what the plan was.

XL-Jack-3 did have a plan and he was now moving with deliberation to carry it out. If the plan succeeded it would certainly cripple the city beyond hope of recovery. Then his troops would be able to move in and mop up the survivors.

(To Be Continued)

**A/N - This Chapter is so short I'm posting another one along with it.**


	29. Simple Catch

**Like I said, that last chapter was so short I just had to post another one at the same time. As always the standard disclaimer applies: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 29:**

29 – SIMPLE CATCH

The surveying scouts had assumed that the two reinforcements who followed them would be spies sent to enter and infiltrate the city. However the two people who actually arrived on the day when Emily found Barry practicing with Flippy on the city roof were anything but spies. They were known as "Frik" and "Frak" and they were professional troublemakers. They were not great Marauder warriors, although they could fight well when the situation arose. Their specialty was, as their collective name implied, causing trouble and they had been sent by XL-Jack-3, as the first part of his plan, to Metramegopolis to do exactly that. Specifically they were to enter the city and commit random acts of sabotage and violence as quickly as possible before performing a cut and run, with the effect that the city would be too busy repairing any damage they did to pursue them. This, XL-Jack-3 felt, would be a nice response to the distracting havoc that Flippy and Splendid had caused his camp on the day of the city's departure. Frik and Frak were very good at causing trouble, but they were also very bad at spotting trouble coming their way.

Frik and Frak approached the roof of the city while Barry and Emily watched from their hiding place behind the roof exit. Neither teenager knew the identities of the Marauders and they didn't much care either. Instead they watched the Marauders approach and land on the roof in angry silence.

"How did they do that?" whispered Emily to Barry, "the forcefield – " Barry silenced her with a gesture and pointed at the two Marauders. Frik and Frak had landed quite close to where Barry and Emily were hiding and were now conferring in low voices. Although the kids couldn't hear them, it was clear by their gestures that the Marauders were preparing to split up. Frik motioned to Frak to go one way, and that he would go the other. Silently Barry pointed at Emily, and then at Frak, then pointed at himself, then Frik. Emily understood perfectly. Giving Barry a quick "good luck" kiss she reached into her jacket, pulled out her own blaster, and silently headed after Frak. At the same time Barry headed after Frik, traveling lightly and keeping out of sight as well as he could.

Emily had kicked off her shoes just before leaving Barry so her feet made very little noise as she ran across the roof after Frak. The first he knew of her presence was when, just as he was nearing one of the roof exits, he suddenly felt the business end of her blaster poke him in the back.

"Don't even think about any sudden movements" hissed Emily in the Marauder's ear, "get your hands up and keep them where I can see them!" Frak, taken completely by surprise automatically raised his hands above his head and froze in place.

"Good" said Emily, "now put them together behind your back, slowly – I said SLOWLY!" she barked as Frak began to bring his hands down faster than she liked. She jabbed her blaster sharply into his back. "This thing is set to kill. And my finger is rather shaky." Frak brought his hands together, this time much more slowly until they touched behind his back. Emily unwound the narrow scarf from around her neck and used it to expertly bind Frak's hands. Then she searched him and relieved him of his weapons: two blasters, a couple of laser bombs, and some other explosives.

"That's very good" Emily said, "now make a 180 and march until I tell you to stop. And don't run – or else..." Frak obeyed. Emily marched her prisoner back the way they had come. When she reached the spot where the two Marauders had parted company she found Barry already there, sitting on top of Frik who was lying on the ground on his side with a look of excruciating pain on his face.

"What happened to him?" asked Emily, raising an eyebrow.

"Oh" said Barry in an offhanded way, "one good kick to his business parts and he fell like a stone."

"I see" said Emily, smiling as she pulled out her personal communicator. She entered an ID code and indicated "emergency."

"Hey Tony" she said when the receiver came to life, "come up to the city roof. Barry and I have a couple of presents for you."

Barry smiled as he watched Emily summon Tony Ride, but he didn't feel satisfied. Something wasn't right. It had been too easy.

(To Be Continued)


	30. Suspicions

**As always the standard disclaimer applies: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 30:**

30 – SUSPICIONS

"They claim that they were sent by XL-Jack-3 to cause simple havoc. No matter how hard you push them they stick to that story without change."

The Council was meeting in an emergency session. Twenty-four hours had passed since the capture of Frik and Frak; a very long 24 hours for Tony Ride, who had been given the job of interrogating them. Now he was reporting the results to the Council, results which were very unsatisfactory to everyone, himself included.

"It still doesn't make sense" said Mayor King, "to come all this way just to cause simple havoc. What's the point?"

"That may be the point" said Robot dispassionately, "that there is no point."

"Explain" said the Mayor.

"Logically we would not have caught these people so quickly if no one had happened to be on the roof" began Robot.

"Even XL-Jack-3 can't predict everything" growled Virgil.

"Which is a good thing for us" replied Robot, "if these two hadn't been caught when they were what would have happened?"

"From what they told me" answered Tony Ride, "they would have entered the city and started causing trouble as quickly as they could, and as much of it as possible."

"Define trouble" said Robot.

"Could mean anything" said Tony Ride, "but I had the impression that they were meant to sabotage random everyday systems like elevators, food dispensers, personal communications, that sort of thing. Also they were told commit random acts of violence."

"And what would be the effect of all this trouble on us?" asked Robot, "I mean from a practical standpoint?"

"From where I'm sitting" muttered Kevin, "as a simple systems maintenance worker, it would cause a lot of overtime work for me and my fellow staffers just trying to repair the stuff they sabotaged."

"And the more things they sabotaged the worse it would be." said Robot.

"And the more people needed to set things right" growled Virgil.

"Exactly" said Robot.

"But that can't be all of it" said Toothy. "Yes, that would cause us a lot of inconvenience, but from what you've said it doesn't sound like it would harm us in the long run."

"Maybe not at first" said Robot, "but if they managed to elude capture for an extended period of time, and if they had been efficient in the work, they could keep causing trouble, and adding to our problems. Thereby needing more people to set them right – "

" – And leaving fewer and fewer people available to deal with other issues" said Toothy, "yes I see. And providing targets for violence in the system repairers."

"Could be" said Robot.

"No" said Barry suddenly, "that doesn't feel right. If they wanted to attack the people who were repairing faulty systems then there should have been more Marauders. But there were only two. It's too simple. Between the two of them how much damage can they really do? Even if they were not caught for a long time?"

"Not much by themselves" muttered Virgil, "to really mess things up in the city they'd need the basic access codes, and that information is strictly limited. They wouldn't have it."

"Unless someone was helping them" said Toothy suddenly, "and much as I hate to think about that possibility I can't think of any other way they'd be able to access those basic codes. Right now you can't even leave or re-enter the city without a special pass."

Barry brought his fist down on the arm of his chair.

"Yes, that's it!" he exclaimed. He turned to Emily. "You caught it when we first saw those Marauders arrive but I wasn't listening fully. Do you remember?"

"I was about to ask you how they could have gotten past the forcefield." said Emily, "did it go down at all yesterday?"

"No" said Robot, "if the forcefield had to be taken offline for any reason it would have shown up in the security logs."

"Even so – " began Mayor King.

"Even so I personally looked into the matter" said Robot, "with help from Virgil, Kevin, and Sniffles. I can positively state that the city forcefield has not been down at any time since the city took off weeks ago."

"Yet those Marauders got through" said Mayor King.

"Exactly" said Barry, "with the city on top alert the only way they could have gotten through the forcefield would be if they had the access codes."

There was a long silence, which Tony Ride finally broke.

"I think Toothy has it right" he said, "someone helped them get through the forcefield. We have a traitor in the city."

(To Be Continued)


	31. Narrowing Down the List

**Because these chapters are so short you're getting two of them today. As always the standard disclaimer applies: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 31:**

31 – NARROWING DOWN THE LIST

"I refuse to believe that anyone on the Council could be a traitor." Mayor King said firmly, "we know what XL-Jack-3 is; we know what his ultimate goal is. I can't imagine why anyone in this room would help him."

"I didn't say it was someone in this room" said Tony Ride mildly, "but there's a leak somewhere."

"How many city residents (besides us) have access to the necessary information?" asked Toothy.

"Not many" said Robot, "only people who are high up in the engineering or security staffs."

"Can we get a list of all such people?" asked Tony Ride.

"I have one here" said Robot producing it for everyone on the Council to see. There were not that many names on it, maybe a hundred or so, and that included the Council members themselves.

"All right" said Tony Ride, "let's accept the Mayor's belief that none of us are traitors. That leaves now about 90 names. Who else can we eliminate?"

"All animals" said Toothy promptly, "no animal is, or has ever been, part of the Marauders, not even under compulsion." No one disputed this as everyone knew that it was true. All of the animal names were immediately removed from the list.

"Okay" said Tony Ride after that was done, "that drops us down to 60 names. Can we eliminate anyone else?"

"It is very unlikely that any A.I. would betray us" said Robot, "we all think logically, and we know what the logical conclusion of XL-Jack-3 is. It is not logical for us to support him."

"Unless" said Tony Ride, "some are malfunctioning?"

"That is always possible" conceded Robot, "although highly unlikely."

"Granted, but let's not rule it out just yet."

"Can't the A.I. Data Central Processor give us a clue?" asked Virgil suddenly.

Robot thought that over. The A.I. Data Central Processor (or AIDCP.) was a unique feature of A.I. life which allowed for the pooling of all of the life-form's resources. It was a computer, but more than that it was a data holder which had been designed to hold an infinite amount of information. The A.I.s used it as a common memory source. It was their inviolate custom, at the end of each day, to copy all of their thoughts and their memories of everything that had happened in the last 24 hours into the AIDCP where it was stored. The knowledge gained was often then correlated with other already gathered memories, building on what had already been gathered, making it easier to solve problems through a sort of communal information center than it would be through individual efforts

Anyone in the city could access the AIDCP to do research or get answers to questions, but the identities of the A.I.s who generated specific information was kept strictly confidential, and private memories were kept private. This was because once an A.I. interfaced with the system EVERYTHING in its mind that was not already in the AIDCP was automatically copied into it, whether the A.I. wanted that or not. No secrets of any kind could be held back from it, and in order to protect the A.I. right of privacy strict controls were maintained on who had access to such private information. The only person in the city who could access that information without restriction was Robot himself and he rarely, if ever, did that. However, recognizing the urgency of this situation, he did agree to check the records of entries for the past few months.

"This will not take long" Robot said as he left the meeting room. And indeed he was back within 15 minutes. No one was surprised by this, knowing the speed at which Robot could process information.

"I know the identities of every A.I. in this city" he said, "and according to the AIDCP none of them have failed to check in to the system in months. Since the only way to keep a secret from the AIDCP is to not interface with it at all, I must state firmly that our traitor, whoever it may be, is definitely not an A.I."

"Which leaves only the humans" said Tony Ride grimly.

(To Be Continued)


	32. Suspects

**Second chapter for today. As always the standard disclaimer applies: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 32:**

32 – SUSPECTS

"So" said Tony Ride, "how does one find the one or two guilty humans on a list of 30? We don't have the solidarity of the animal ethic, or the common memory of the A.I.s, so what's left?"

"Good old fashioned detective work" said Toothy, "how many people do you need to help you narrow the field?"

"I don't know" said Tony Ride, "but a good four or five to start with."

So it was. Tony was joined by Anna, Barry, Toothy, Sniffles, and Robot for the work of trying to eliminate suspects. There's no real need to go into that part of it; suffice it to say it was routine drudge work which eventually managed to conclusively eliminate all but three of the names on the list. But whittling three suspects down to two, or one, was the hardest part of all.

"So we've got Sara Swutt." said Tony Ride, "John Halloran., and Zach Wile, all of whom have the proper access, and none of whom have accounted for what they were doing when the Marauders penetrated the shield. Now how do we separate the guilty from the innocent?"

"Assuming that only one of them is guilty" said Sniffles, "two of them could be working together."

"Or all three" said Toothy.

"Maybe" said Tony Ride, "but somehow I don't think so. The more people in a conspiracy the more chances someone will slip up."

"What do they want?" asked Toothy, "there must be a reason that they helped those two marauders get in to the city."

"Yes" said Robot, "to cause as much trouble as possible. The logical reason for that course of action is to cause a distraction."

"Use the Marauder trouble-makers to draw attention away from what you want to do?" said Barry, "that makes perfect sense. But they couldn't foresee that the marauders would be caught so quickly."

"And with this investigation going on" continued Anna, "it means whatever they wanted to do is suddenly that much harder, or even impossible." She looked pensive. "If only we knew what it was..."

"With all of the distractions keeping us busy" suggested Sniffles, "maybe the two scouts were just the advance of a larger attack that we wouldn't be able to defend against as effectively."

"That doesn't feel right somehow," said Tony Ride, "if you're going to mount a full scale attack on the city you'd try to rush in as many attackers as you could as soon as the forcefield went down to overwhelm us before we could mount a defense. You wouldn't waste that on just two people. There must be something simpler than that."

"There is" said Robot dispassionately, "it would allow for minimum effort from the Marauders but would, in our current circumstances, undoubtedly be fatally devastating to us."

"In our current circumstances..." murmured Barry thoughtfully, then suddenly his eyes almost popped out of his face. "No" he exclaimed, "they wouldn't..."

"XL-Jack-3 most certainly would," said Robot in his same calm voice, "if he could. Which is why all of our defenses are redundantly triplicated in case of failure."

"But not everyone knows that" said Sniffles, "I never did until I joined the Council."

"No" said Robot, "and that's as it should be. It is virtually impossible to cause the flight system to fail and crash the city – but we, in this room, are the only ones who know that."

"Which means" said Tony Ride "that our traitor will probably try to sabotage the system anyway."

"We'll be watching" said Barry grimly, "and when he or she tries it – "

(To Be Continued)


	33. Caught

**Again since this chapter is so short I'm going to publish another one along with it. As always the standard disclaimer applies: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 33:**

33 – CAUGHT

In the end Tony Ride didn't have to whittle down his list any further to find the traitor. The traitor made a public entrance instead. It was only one day later that an attack on the flight systems was made. As Robot had indicated, it was doomed to fail from the start, but that didn't stop the Council from pursuing the matter as seriously as possible even so. Because the attempted sabotage didn't succeed almost no one in the city ever knew about it. But Robot knew the moment the trouble began and he was on the case at once.

One of the privileges of being THE Robot of the A.I. community is being able to interface with all of the city's working systems and databases at any given moment and instantly know who is online at that time and what they're doing. Unfortunately the system is not retroactive in this regard; if Robot has not interfaced with the systems on some days he will not be able to know who was working on the systems during that time or what they did (otherwise Robot would have been able to catch the person who had let Frik and Frak into the city). It is not often necessary for the Robot to keep such a close watch on all of the city's systems as this, and to do so severely limits any other actions he might take while interfacing (although he can still communicate with anyone else in the city), however in times of extremely grave crisis he can, and will, interface for an extended period of time in order to protect the city from saboteurs – or to catch saboteurs in the act. And catch them he can, because when he is interfaced with the city systems he not only has access to their data but he can also manipulate many of the more mundane ones – such as door operation, and air ventilation.

So it was that 24 hours later Tony Ride received an emergency signal from Robot.

"An unauthorized log-in to the flight systems has just occurred" came Robot's as ever emotionless voice through Tony Ride's communicator, "however there is no danger."

"Any damage?" asked Tony Ride.

"Minimal, and I have already assigned people to rectify it" came the response, "I have sealed the entryways to the room the saboteurs are in and flooded it with sleeping gas. They will be unconscious for several hours."

"They?"

"There are two of them. I recommend immediate apprehension."

"Done!" said Tony Ride, "just tell me which room they're in, clear out that gas, and I'll have them taken into custody. Then we'll get to the bottom of this."

"Consider it taken care of" said Robot quietly, and broke the connection as Anna Ride entered the room where Tony Ride was.

"Who was that?" asked Anna Ride, and he told her what had happened. "That was easy" she commented, "You don't think it was too easy?"

"I know what you mean" said Tony Ride, "but no, I don't. XL-Jack-3 is the most effectively efficient enemy the world has ever had, and the hardest to destroy. The only way we can defend ourselves against him and his Marauders is to be as effectively efficient and indestructible ourselves so that all of his attacks are stopped before they even get started (although I admit we were lucky where Frik and Frak are concerned)."

"In other words, a continuing stalemate" said Anna Ride.

"Yes" said Tony Ride, "as it has been for centuries."

"What happens when the stalemate finally breaks?"

"Whoever wins that encounter" said Tony Ride grimly, "wins the final war."

(To Be Continued)


	34. Traitors

**Second chapter for today. As always the standard disclaimer applies: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 34:**

34 – TRAITORS

Tony and Anna Ride took the captured saboteurs into custody without delay. They turned out to be Sara Swutt and John Halloran, who not only were partners in crime, but were also lovers. There wasn't all that much to be gotten from them. They were Marauder turncoats who had renounced the Marauders over a decade ago and joined Metramegopolis. That was what they had said at the time, but they were really plants from XL-Jack-3 who were to lay quiet in the city until just the right moment. They had remained in communication with XL-Jack-3 during all their time in the city but only on rare occasions. On his instructions they had entered the engineering field of the city and slowly worked their ways up the management hierarchy until eventually they had both landed jobs of trust near the top of the ladder. It was in those positions that they stayed awaiting orders from back home. Those orders had finally arrived once the city had taken off and were quite simple: they were to let Frik and Frak into Metramegopolis to cause surface trouble and then, when most of the city staff was occupied with those two outside troublemakers, Sara and John were to sabotage the city flight systems to try to make Metramegopolis crash.

"If they had succeeded in their plan" said Tony Ride to the Council a few days later, "it would have been the end of us. Who knows how many people would have died if the city were to just drop from its current height?"

"And then" continued Anna Ride, picking up the story, "XL-Jack-3 was prepared to swoop in with one of his armies and destroy any survivors, which would end the war once and for all."

"But XL-Jack-3 couldn't know about Robot's system interface and heightened vigilance" said Tony Ride, "nor could he foresee Frik and Frak being captured right away."

"That was just dumb luck" muttered Barry in a low voice.

"Maybe," said Tony Ride, "but I'll take it just the same."

"This is all very well" interposed Mayor King, "but what do we do with these four people now?"

"The penalty for wartime spying is death" said Flippy, "which takes care of our two troublemakers."

"The penalty for treachery is also death" growled Virgil, "which takes care of our two in-house traitors."

"What do we do?" asked Emily, "toss them from the city roof?"

"There's a certain poetic justice to that" said Tony Ride, nodding.

"What if they survive?" asked the Mayor.

"Do you really think that's likely?" asked Tony Ride.

"Stranger things have happened" said the Mayor.

"If they did survive" said Robot, "chances are they'd be too injured to live long. If they managed to survive even so, they would still be stranded in the middle of the wilderness. It is very unlikely they would find any help." There was a pause around the table.

"I get the sense" continued Robot, "that you are not very happy with the idea of executing these people."

"No" said Dane, "even in light of what they've done, or were trying to do. We haven't executed anyone in Metramegopolis in many years – even though we still have a death penalty. I don't think it's been used in my entire lifetime."

"Nevertheless – " began Kevin when Sniffles interrupted him.

"I have an idea then" said Sniffles, "why don't we send them home?"

"Are you kidding?" demanded the Mayor, but Robot answered.

"Actually there is a certain logic to that" he said.

"But that would just be giving XL-Jack-3 back his people" objected the Mayor, "which he could use again."

"I highly doubt it" said Robot, "Ms. Swutt and Mr. Halloran will not be able to enter our city again. Furthermore, any information they might give him at this point will shortly be rendered useless when Virgil, Kevin, Sniffles, the Rides, and I, update all the security systems. Also Frik and Frak are now known to us, so he will not be able to send them back here. It is well known that XL-Jack-3 does not tolerate failure."

There was a pause. Everyone knew the truth of that statement. Yes, XL-Jack-3 might find other uses for his people, but he would punish them for their failures first, and it was well known that the only punishment he ever dealt out for failure was death. Tony Ride actually smiled.

"You know" he said, "if all we do is say we're going to send our four prisoners back to their master we might be able to get some use out of them yet. They'd be willing to do anything so as not to be sent back home."

"That may be true" said Mayor King, "but I don't like it. Who's to say they won't tell any number of lies to save their skins? No, I think it will still have to be death."

"Let's try this first" said Tony Ride, "we might get something."

"Fine" said the Mayor, "you get everything you can out of them, then toss them off of the city roof."

There was an uncomfortable silence.

"Diana" said Dane quietly, "you know we can't do that."

"Sure we can" said the Mayor, "XL-Jack-3 and his Marauder underlings would do it in a second."

"We are not them" said Toothy just as quietly as Dane.

"No" replied the Mayor, "but this is war. If we want to survive we may have to become as ruthless as they are. I'm prepared to do that if necessary. Are the rest of you?"

There was a silence around the room.

"I'm not saying that it will come to that" said the Mayor, "but as Mayor I do have the power to order these prisoners killed."

"Yes" said Robot, "you do. Do you intend to use it?"

Mayor King did not reply, and the meeting broke up in an uneasy state.

(To Be Continued)

**A/N - Well that's the end of what I call the "Trouble Makers" arc. It will lead directly into the next arc of the story which begins in the next chapter. You all come back now, you hear?**


	35. Animal City Security

**A/N - A new section of the story begins with this chapter. I call this section the "Fresko Arc" and it will last for 17 chapters.**

**As always the standard disclaimer applies: I do not own the Happy Tree Friends; they are the property of Mondo Media. I own only my own characters and this story. Now here's chapter 35:**

35 – ANIMAL CITY SECURITY

As predicted, as soon as Tony Ride told the four prisoners that they were going to be shipped back to XL-Jack-3 they started talking like there was no tomorrow. And one very important piece of information came out which Tony Ride took straight to Toothy.

"It seems" said Tony Ride, "that XL-Jack-3 was planning to launch an attack on the Animal City as soon as he got word that Metramegopolis had fallen. There's already a force over there waiting for orders. He keeps them far enough away from the city so the security patrols don't find them, but near enough to invade the city quickly."

"Now that the first part of his plan has failed" said Toothy, "do you think he'll attack the Animal City anyway?"

"I don't know" said Tony Ride, "but you should probably talk to Handy as soon as possible."

"Agreed" said Toothy, and he activated his secure emergency line to the Animal City.

Handy was the leader of the Animal City Government, and the one person that the Mole himself reported to. Like Toothy, he was a beaver. "Handy" wasn't his birth name; when he was still a child he had met with an accident which had cost him the bottoms of both of his front legs, leaving only stumps. A bully from his school had found this hilarious and, just to be cruel, had given him the nickname "Handy." But Handy had the last laugh. Determined not to let his physical disability stop him he had made himself extra competent in all ways that he could. He succeeded far beyond anyone's expectations and eventually became the city leader.

As soon as Handy heard what Toothy had to say he went to the Mole and told him what was up. The Mole sent out several scouts with instructions to scout several times beyond the normal security perimeter and, sure enough, intelligence soon came back that there was indeed a Marauder force encamped out there in the wilderness. Not a huge force but enough that, if successful in a surprise attack, it would be able to vastly disrupt the Animal City's defenses, leaving them vulnerable to the bigger attacks of XL-Jack-3's prime forces when they should arrive.

Now that the Animal City had been warned about the threat, however, it was able to begin taking defensive steps. Once definite intelligence regarding the Marauder forces had been brought in Handy and the Mole went to the High Commander of the Animal City military to begin making plans.

The High Commander was grizzled old bear called Loco. He was not yet past his prime, but he had been around for a long time, was a veteran of many battles, and was known as a fierce and dangerous warrior. Stories were told of his younger fighting days when, during fights, he seemed to enter a frenzy of battle heat which wouldn't end until either he or his opponent was down. It was said that he had once gunned down seven Marauders between two blinks of an eye. It was from such incidents that he had been dubbed "Loco" much earlier in life. He had been born and raised in the Animal City but his daughter, upon becoming an adult, had emigrated to Metramegopolis where she had eventually had a family of her own. Flippy was her son, and Loco had made several trips to the flying city in earlier years to help train his grandson in the arts of combat. One year earlier, during the most recent Marauder war, the Animal City had sent aid to Metramegopolis and Loco and Flippy had fought side by side in more than one battle. It was a bonding experience that neither family member would forget. When he had returned home Loco had wanted to take Flippy with him but at that time his grandson was undergoing treatment for his battle wounds (both physical and mental) and was in no condition to travel.

When Handy and the Mole informed him about the nearby Marauder force Loco declared that the best thing would be an immediate surprise attack.

"If we're lucky" Loco said, "they don't yet know that we know about them, and even if they do we still have the advantage of the terrain, of nearby supplies, of fighting better at close quarters, and of being able to use both the air and the underground more effectively than they can. After all, they are not animals.

"Agreed" said the Mole.

"You're in command Loco" said Handy, "let me know what you need and I'll see that you get it."

"I'll be giving this mission to the Captain of the special forces division" said Loco, "he'll know what to do."

He smiled, so did Handy and the Mole. They were not nice smiles. All three animals knew what the special forces were capable of, and their Captain was already a legend in his own right. Handy gave his consent to this arrangement, the meeting ended, and Loco went off to begin his preparations.

(To Be Continued)


	36. Slackers

**As always the standard disclaimer applies: I do not own the Happy Tree Friends; they are the property of Mondo Media. In addition the character of Fresko the Feline belongs to Deviant Art user Yoshi Lord. I own only my own characters and this story.**

**Now here's chapter 36:**

36 – SLACKERS

Loco made his plans quickly. He mobilized a large contingent of the Special Forces and, after a strategy session with their illustrious Captain, sent them straight out into the field to take up their positions for the attack. Accompanying them were several divisions of foot soldiers who were sent primarily to provide support if needed. The foot soldiers were the grunts of the Animal City military, and, as such, were similar to grunts in just about every army throughout time. These were the common soldiers; the ones sent in to do the menial support tasks, or to provide the front-line cannon fodder in big battles. Every military has them; indeed no successful military has ever not had them as they are indispensable. They often provide the numbers that can win battles through sheer overwhelming mass. But they usually are the ones who sustain the highest casualties too, as they contain the newcomers and the inexperienced fighters. There is no shame in serving in the enlisted ranks (the majority of soldiers do after all), and in battle anyone can become a hero leading to other, better things. However the foot soldier also has to obey and clean up after those of higher rank. Sometimes this can be galling, especially to those who don't distinguish themselves, have no connections to rise higher, and wind up serving in the lower ranks for their entire periods of enlistment.

Even though the After Times produced many heroes and people who rose to the occasions over the years to build the new cities, and fight XL-Jack-3 and his Marauders, there were still, and probably always would be, those characters who didn't pull their weight, or make successes of themselves, or actively tried to avoid making any real efforts. There were still, even in these times, those who tried to get the most for themselves with the least amount of effort, and those who had such false self-images that they thought they deserved far more in life than they had ever actually worked for. The universal slacker knows no time period and such a pair of slackers were Animal City residents Lifty and Shifty.

Lifty and Shifty were young raccoon brothers. They were both in early adulthood, although Shifty was the older and more dominant brother. Both of them were low rank foot soldiers in the Animal City Reserves and had been all of their adult lives. Lifty and Shifty had been born and raised in the Animal City; they were real slackers who, if they had not succeeded in getting ahead in life, had become that way through their own efforts (or lack of them). They were naturally mischievous and born trouble-makers. If they had put half of the effort that they made in trying to avoid first school-work, and later real work, they might very easily have become huge successes in whatever they chose to do. They had the brains for it but not the drive. As a result of despising first school, and later real work, and of constantly doing everything they could to avoid either, they had wound up becoming, well, nothing very much of any consequence at all. Many of their schoolmates (such as Flaky, Nutty, and Petunia) had gotten along quite well in their lives, but Lifty and Shifty had become perpetual petty criminal / slacker / bum-types.

They didn't see it that way of course. To hear either Lifty or Shifty tell it, they were misunderstood geniuses who deserved to get ahead in life simply because they were born. They both had first class entitlement complexes and thought that all of their problems were simply due to bad luck and other animals deliberately holding them back from what they saw as rightfully theirs (whatever that might have been). In one, and only one, sense there was something to that. If they had been human, or A.I., instead of animal, they might easily have done for Metramegopolis what Frik and Frak did for the Marauders, and have become spies and troublemakers inside the Marauder ranks.

Their view of the world meant that they didn't take working for anyone well at all, especially being called up for reserve duty. So it's probably not all that surprising that almost as soon as their division had arrived at the location of their encampment and begun to set up their equipment the two raccoon brothers began looking for a way to leave. They were able to make their way to the edge of the encampment fairly easily by carrying some of their own gear and, if anyone asked what they were doing, acting as if they were moving stuff from one tent to another. The guard on the camp edge was not yet fully in place so they managed to slip into the nearby woods. Once among the shelter of the trees they relaxed a bit near a large rock.

"What do we do now?" asked Lifty, putting down his stuff, "go back to the City?"

"We should lie low for a bit" said Shifty, "until this stuff blows over. We'll find a hole and move in. Our supplies should keep us for a bit."

"Why did they have to call us up?" Lifty complained.

"Because they're stupid" said Shifty,

"Maybe" said a voice from above them, "but it doesn't change anything. And you should know better than to try to slip away from me." Startled, the brothers looked up at the figure who was looking down on them from the top of the rock.

"Fresko!" Lifty and Shifty both cried.

"That's my name, don't wear it out" came the response as Fresko jumped to the ground to face them, "but don't forget that that's Captain Fresko to you."

(To Be Continued)


	37. Captain

**As always the standard disclaimer applies: I do not own the Happy Tree Friends; they are the property of Mondo Media. In addition the character of Fresko the Feline belongs to Deviant Art user Yoshi Lord. I own only my own characters and this story.**

**Now here's chapter 37:**

Fresko, the Captain of the Animal City Special Forces was a cat (pardon, a _feline_) and there was a very good reason why he was already a legend as a fighter. Simply put he was one of the best. Period. Just as Flippy and Splendid could go solo together in a field of thousands of Marauders and cause massive chaos in a short time, so could Fresko do the same thing, although on a somewhat smaller scale because he usually worked alone when he wasn't commanding the Special Forces. He had been born and raised in the Animal City and had trained under Loco himself. Loco had taught him well; he had spotted Fresko's fighting abilities at an early age and had taken him on as a protege. All during his school days, and later, he had worked closely with the old bear. After he finished his education Loco put him into the special forces where he quickly distinguished himself, rising through the ranks to become captain of the division. And he was still quite young.

Fresko had also been at school with Lifty and Shifty, and their other classmates Flaky, Petunia, and Nutty. The Animal City University (ACU) was the main school of higher learning in the Animal City, and in addition to the local residents sometimes animals from Metramegopolis would come study there for a while through an exchange program with Metramegopolis University (MU). Toothy had done that and had been an exchange student at ACU when Fresko first entered the school. Later Toothy took Fresko with him back to Metramegopolis so that the young feline could do an exchange year at MU. That year away from his home had been invaluable for Fresko's development; in addition to being exposed to human and AI cultures for the first time, and making a whole crowd of new friends, he had gained a much larger appreciation of the Marauder struggle. At Loco's direction he had trained with Flippy during his time in the flying city, and when he returned home his talents as a fighter had jumped enormously. It was no surprise to Loco that Fresko rose to a command position as quickly as he did once he entered the Special Forces.

Fresko was now an experienced battle veteran, having served with distinction in the last war at Metramegopolis. It was at that time that he became the head of the special forces. Even though he was now a command figure he often went into the field on his own to do solo patrolling. There was very little in the area around the Animal City that escaped his roving eye. He spotted Lifty and Shifty trying to leave camp almost before they actually began their escape attempt and he quietly followed after them. Now the three of them stood facing each other.

"And what do you two raccoons think you're doing?" Fresko asked quietly.

"Nothing" said Lifty, "we just – "

" – decided to go for an afternoon stroll" said Shifty.

"With all of your gear?" murmured Fresko, "oh yes, that would make for nice, leisurely stroll. Don't bother answering. It's quite obvious what you're up to. I should have known that if anyone would desert quickly it would be you two."

"We're not deserting!" sputtered Lifty indignantly, "that would be the last thing we would ever do!"

"Yeah" said Shifty, "we love our city. We'd never run out on it."

"So what are you doing?" said Fresko.

"Isn't it obvious?" said Shifty, "we thought we'd do a little field work."

"Field work" said Fresko dubiously.

"Yes" said Shifty, "we thought we'd sneak over to the Marauder camp and make like we were defecting to them. Then we could do lots of spy work and find out everything."

"And then blow them to smithereens!" said Lifty enthusiastically.

Fresko stared at them.

"That's a great plan" he said, "but there's one problem. You know as well as I do that no animal has ever joined the Marauders. They know it too. Not only would they not believe you were defectors, but they'd kill you before you even had a chance to talk to them."

"There's always a first time" protested Shifty.

"Perhaps" said Fresko, "but even if that's true, you're going the wrong way if you really want to go to the Marauder camp. It's in exactly the opposite direction from this."

"All right" said Shifty angrily, "maybe we are leaving camp. So what? Maybe we don't want to get involved in this battle."

"You were called up" said Fresko mildly, "want has nothing to do with it. It was just luck. Besides you're just here for support. I doubt you'll actually see much action. If you're afraid of – "

"Afraid? We'll show you about afraid!" exclaimed Shifty. Lifty nodded emphatically. The two raccoons dropped their gear and assumed belligerent stances. Fresko sighed.

"You two never learn, do you?" he said, "If you couldn't take me out on my first day at college what makes you think you can do it now?" Both raccoon brothers stopped short; they both remembered the day Fresko had first arrived at ACU. They had tried to cause enmity between Fresko and Flaky. The plot had backfired spectacularly, and Fresko and Flaky had always been friends after that. Neither raccoon brother had ever forgotten the incident and they had tried to avoid Fresko whenever they could after that, but that wasn't always possible. They had had run-ins with him occasionally over the years which had always ended badly (usually as result of some plan of theirs to "get" him gone very wrong). Now he was captain of the special forces, and they were still lowly foot soldiers.

"There's always a first time" growled Shifty.

"Don't get redundant on me" said Fresko, rolling his eyes, "Let's say you succeed; that's assault and battery on top of desertion. Did you know that the penalty for desertion in wartime is death?"

Both Shifty and Lifty stopped for a moment. Truth was, they did know that but had never really considered it until now. Lifty put a paw on Shifty's shoulder.

"Maybe we should stop this" he said. Shifty shook him off.

"They'll have to catch us first" he spat at Fresko. Fresko drew himself up to his full height.

"Very well" he said, as he bared his fearsome claws, "it's your funeral. Bring it on."

(To Be Continued)


End file.
